INDEMNIFICATION AGREEMENTIndemnification Agreement • November 6th, 2017 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ], 20[ ] by and between Arsanis, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”)[Solely with respect to officers and directors that execute this form of indemnification agreement on or prior to the Company’s initial public offering: and shall be effective as of the effectiveness of a Registration Statement on Form S-1 relating to the initial registration under the Securities Act of 1933, as amended, of shares of the Company’s common stock].
X4 PHARMACEUTICALS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of ________, 20__ Debt SecuritiesIndenture • August 7th, 2020 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • New York
INDENTURE, dated as of ________, 20__, among X4 Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
X4 PHARMACEUTICALS, INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • October 19th, 2020 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between X4 PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
X4 PHARMACEUTICALS, INC. and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFPreferred Stock Warrant Agreement • October 19th, 2020 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • New York
PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between X4 PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
ContractArsanis, Inc. • March 13th, 2019 • Biological products, (no disgnostic substances) • California
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 ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
PURCHASE AGREEMENTPurchase Agreement • January 14th, 2022 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • Illinois
THIS PURCHASE AGREEMENT (the "Agreement"), dated as of January 14, 2022, is made by and between X4 PHARMACEUTICALS, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the "Investor").
X4 PHARMACEUTICALS, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFDebt Securities Warrant Agreement • October 19th, 2020 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between X4 PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • October 16th, 2020 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of October 14, 2020, by and between X4 PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 16th, 2020 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 14, 2020, by and between X4 PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 14th, 2022 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • Illinois
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 14, 2022, is entered into by and between X4 PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
ContractWarrant Agreement • March 13th, 2019 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
Certain schedules and exhibits have been omitted from this Exhibit pursuant to Item 601(a)(5) of Regulation S-K. X4 Pharmaceuticals, Inc. will furnish a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission or its...Loan and Security Agreement • November 9th, 2023 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • California
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of August 2, 2023, is entered into by and among X4 PHARMACEUTICALS, INC., a Delaware corporation (formerly known as ARSANIS, INC.) (“X4 Pharmaceuticals”), X4 THERAPEUTICS, INC., a Delaware corporation (formerly known as X4 PHARMACEUTICALS, INC.) (“X4 Therapeutics”; togaether with X4 Pharmaceuticals, collectively, “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (collectively, referred to as the “Lender”), and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lender (together with its successors and assigns, in such capacity, the “Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 16th, 2023 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 15, 2023, by and among X4 Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 13th, 2019 • Arsanis, Inc. • Biological products, (no disgnostic substances) • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of October 19, 2018 and is entered into by and between X4 PHARMACEUTICALS, INC. a Delaware corporation, and each of its Qualified Subsidiaries (hereinafter collectively referred to as the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lender (in such capacity, the “Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 10th, 2017 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of [ ] between Arsanis, Inc., a Delaware corporation (the “Company,” which term shall include where appropriate, any Entity (as hereinafter defined)), and [ ] (“Indemnitee”).
Arsanis, Inc. [●] Shares Common Stock ($0.001 par value) Underwriting AgreementArsanis, Inc. • November 6th, 2017 • Biological products, (no disgnostic substances) • New York
Arsanis, Inc., a corporation organized under the laws of Delaware (the “Issuer”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc., Cowen and Company, LLC and Piper Jaffray & Co. (the “Representatives”) are acting as representatives, [●] shares of common stock, $0.001 par value per share (“Common Stock”) of the Issuer (said shares to be issued and sold by the Issuer being hereinafter called the “Underwritten Securities”). The Issuer 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, 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
X4 Pharmaceuticals, Inc. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementX4 Pharmaceuticals, Inc • August 7th, 2020 • Biological products, (no disgnostic substances) • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 16th, 2023 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 15, 2023, by and among X4 Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of May 15 2023 (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
ARSANIS, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • October 20th, 2017 • Arsanis, Inc. • Biological products, (no disgnostic substances)
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
BAY COLONY CORPORATE CENTER WALTHAM, MASSACHUSETTS Lease Dated June 6, 2018Agreement • June 12th, 2018 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in a certain building (the “Building”) known as, and with an address at, 950 Winter Street, Waltham, Massachusetts 02451.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 17th, 2022 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • Massachusetts
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of March 7, 2022, (the “Effective Date”) by and between X4 Pharmaceuticals, Inc. (the “Company”), and Dr. Diego Cadavid (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
ContractX4 Pharmaceuticals, Inc • March 12th, 2020 • Biological products, (no disgnostic substances) • Massachusetts
X4 PHARMACEUTICALS, INC. 5,670,000 Shares of Common Stock Pre-Funded Warrants to Purchase 2,130,000 Shares of Common Stock Class A Warrants to Purchase 3,900,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 15th, 2019 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 25th, 2021 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 18, 2021 by and among X4 Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
ContractWarrant Agreement • May 15th, 2019 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • Delaware
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 12th, 2020 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • Massachusetts
This Executive Employment Agreement (the “Agreement”), is made and entered into this 22nd day of April, 2019 (the “Effective Date”), and is by and between X4 Pharmaceuticals, Inc. (“Company”), and E. Lynne Kelley, M.D. (“Executive”).
ARSANIS, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Dated as of April 12, 2016 Amended as of November 3, 2017Rights Agreement • November 6th, 2017 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Delaware
This Second Amended and Restated Investors’ Rights Agreement (this “Agreement”) is entered into as of 12th day of April, 2016, and amended as of November 3, 2017, by and among Arsanis, Inc., a Delaware corporation (the “Company”) and the individuals and entities listed on Exhibit A attached hereto (the “Investors”).
LEASE BETWEEN X4 PHARMACEUTICALS, INC., AS TENANT AND BRICKMAN 955 MASSACHUSETTS LLC, AS LANDLORD 955 MASSACHUSETTS AVENUE, CAMBRIDGE, MASSACHUSETTSLease • March 13th, 2019 • Arsanis, Inc. • Biological products, (no disgnostic substances)
THIS LEASE is dated as of January 20, 2017 between the Landlord and the Tenant named below, and is of space in the Building described below.
OPTION AND LICENSE AGREEMENTOption and License Agreement • October 20th, 2017 • Arsanis, Inc. • Biological products, (no disgnostic substances) • New York
THIS OPTION AND LICENSE AGREEMENT (the “Agreement”) is made effective as of February 27, 2017 (the “Effective Date”), by and between ADIMAB, LLC, a Delaware limited liability company having an address at 7 Lucent Drive, Lebanon, NH 03766 (“Adimab”), and ARSANIS INC., a Delaware corporation having an address at 890 Winter Street, Suite 230, Waltham, MA 02451-1472 (“Arsanis”).
Amended and Restated Letter Agreement for David MantusLetter Agreement • February 13th, 2019 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This letter (the “Letter Agreement”) amends and restates the terms and conditions of your employment with Arsanis, Inc. (“Arsanis” or “Company”), as initially set forth in the offer letter dated September 24, 2015 (the “Original Offer Letter”), and will take effect upon the closing of the Company’s initial public offering (the “Effective Date”), provided that you remain employed by the Company as of the Effective Date. Until the Effective Date, the Original Offer Letter will remain in force and effect and continue to govern your employment with the Company. This Letter Agreement contains the following terms:
ARSANIS, INC. SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT Dated as of April 12, 2016 Amended as of November 3, 2017Stockholders’ Agreement • November 6th, 2017 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Delaware
This Second Amended and Restated Stockholders’ Agreement (the “Agreement”) is entered into as of April 12, 2016, and amended as of November 3, 2017, by and among Arsanis, Inc., a Delaware corporation (the “Company”), the persons and entities listed on Exhibit A attached hereto (collectively with any subsequent investors or transferees who become parties hereto as Investors pursuant to Section 9.1(a), the “Investors”), and Eszter Nagy, Tillman U. Gerngross and Errik B. Anderson (each, individually, a “Founder” and collectively, the “Founders,” and collectively with any parties who become parties hereto as Restricted Stockholders pursuant to Section 9.1(b), the “Restricted Stockholders”). The Investors and Restricted Stockholders are referred to herein collectively as the “Stockholders”). As used in this Agreement, the term “Shares” shall include all shares of capital stock of the Company held by the Stockholders, whether now owned or hereafter acquired. For purposes of calculating an In
X4 PHARMACEUTICALS, INC. RESTRICTED STOCK UNIT AWARD GRANT AGREEMENTRestricted Stock Unit Award Grant Agreement • June 19th, 2019 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • Delaware
This Restricted Stock Unit Award shall vest as follows provided the Participant is an Eligible Participant on the applicable vesting date:
LEASE LANDLORD: WALTHAM WINTER STREET 890 LP TENANT: ARSANIS, INC. Lease Dated: October 30, 2015Lease • October 20th, 2017 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Massachusetts
X4 PHARMACEUTICALS, INC. NON-QUALIFIED OPTION AGREEMENT (DIRECTOR GRANTS)Non-Qualified Option Agreement • May 15th, 2019 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances)
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 13th, 2019 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Amended and Restated Executive Employment Agreement (the “Agreement”), by and between X4 Pharmaceuticals, Inc. (“Company”) and Paula Ragan, Ph.D (“Executive”), is made and entered into as of the date the Agreement is approved by the Company’s Board of Directors or an appropriate committee thereof (the “Effective Date”).
