Spring Bank Pharmaceuticals, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • August 9th, 2018 • Spring Bank Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 5th, 2016 • Spring Bank Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 by and between Spring Bank Pharmaceuticals, 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.
F-STAR THERAPEUTICS, INC. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENTSales Agreement • August 13th, 2021 • F-Star Therapeutics, Inc. • Pharmaceutical preparations • New York
F-star Therapeutics, Inc. (formerly known as Spring Bank Pharmaceuticals, Inc. (“Spring Bank”)), a Delaware corporation (the “Company”, with all references in this agreement to the “Company” also referring to Spring Bank prior to the date on which, pursuant to the terms of the Exchange Agreement, dated as of July 29, 2020, among Spring Bank, F-star Therapeutics Limited (“Former F-star”) and the sellers listed on Schedule I thereto, the shareholders of Former F-star exchanged all of their ordinary shares for shares of common stock of Spring Bank, resulting in Former F-star becoming a wholly-owned subsidiary of Spring Bank; and in connection therewith, Spring Bank changed its name to F-star Therapeutics, Inc.), confirms its agreement (this “Agreement”) with SVB Leerink LLC (the “Agent”), as follows:
2,884,615 Shares Spring Bank Pharmaceuticals, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 23rd, 2017 • Spring Bank Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Spring Bank Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom Cantor Fitzgerald & Co. and William Blair & Company, L.L.C. are acting as representatives (the “Representatives” or “you”) an aggregate of 2,884,615 shares (the “Firm Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) and, at the election of the Underwriters, subject to the terms and conditions stated herein, the Company shall issue and sell up to 432,692 additional shares (the “Option Shares”) of Common Stock. The Firm Shares and any Option Shares purchased pursuant Section 3 hereof are herein collectively called the “Securities.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 20th, 2020 • F-Star Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of , 20 , by and between F-star Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER among: F-STAR THERAPEUTICS, INC., a Delaware corporation; INVOX PHARMA LIMITED, a private limited company organized under the laws of England and Wales; FENNEC ACQUISITION INCORPORATED, a Delaware corporation; and solely...Merger Agreement • June 23rd, 2022 • F-Star Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 22, 2022, by and among: invoX Pharma Limited, a private limited company organized under the laws of England and Wales (“Parent”); Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); Sino Biopharmaceutical Limited, a company organized under the laws of the Cayman Islands (“Guarantor”); and F-star Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
SPRING BANK PHARMACEUTICALS, INC. Nonstatutory Stock Option Agreement Granted Under 2014 Stock Incentive PlanNonstatutory Stock Option Agreement • January 5th, 2016 • Spring Bank Pharmaceuticals, Inc. • Pharmaceutical preparations
SPRING BANK PHARMACEUTICALS, INC. Incentive Stock Option Agreement Granted Under 2014 Stock Incentive PlanIncentive Stock Option Agreement • January 5th, 2016 • Spring Bank Pharmaceuticals, Inc. • Pharmaceutical preparations
F-STAR THERAPEUTICS, INC. (a Delaware corporation) 9,285,715 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 10th, 2021 • F-Star Therapeutics, Inc. • Pharmaceutical preparations • New York
F-star Therapeutics, Inc. (formerly known as Spring Bank Pharmaceuticals, Inc. (“Spring Bank”)), a Delaware corporation (the “Company,” with all references in this agreement to the “Company” also referring to Spring Bank prior to the date on which, pursuant to the terms of the Exchange Agreement, dated as of July 29, 2020, among Spring Bank, F-star Therapeutics Limited (“Former F-star”) and the sellers listed on Schedule I thereto, the shareholders of Former F-star exchanged all of their ordinary shares for shares of common stock of Spring Bank, resulting in Former F-star becoming a wholly-owned subsidiary of Spring Bank, and in connection therewith, Spring Bank changed its name to F-star Therapeutics, Inc.), confirms its agreement with SVB Leerink LLC (“SVB Leerink”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for which SVB Leeri
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Security Agreement • November 21st, 2016 • Spring Bank Pharmaceuticals, 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 that is six months and one day after the date hereof and on or prior to 5:00 p.m. (New York time) on , 2021 (the “Expiry Time”) but not thereafter, to subscribe for and purchase from Spring Bank Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.0001 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).
● ] Shares Spring Bank Pharmaceuticals, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 9th, 2016 • Spring Bank Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Spring Bank Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom William Blair and Company, L.L.C. and Wedbush Securities Inc. are acting as representatives (the “Representatives” or “you”) an aggregate of [ ● ] shares (the “Firm Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) and, at the election of the Underwriters, subject to the terms and conditions stated herein, the Company shall issue and sell up to [ ● ] additional shares (the “Option Shares”) of Common Stock. The Firm Shares and any Option Shares purchased pursuant Section 3 hereof are herein collectively called the “Securities.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 1st, 2019 • Spring Bank Pharmaceuticals, Inc. • Pharmaceutical preparations
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 19, 2019 by and among Spring Bank Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the “Lenders” named in that certain Loan and Security Agreement by and among the Company and the Lenders, dated September 3, 2019 (the “Loan Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Loan Agreement unless otherwise defined herein.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 4th, 2019 • Spring Bank Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS LOAN AND SECURITY AGREEMENT is made and dated as of September 3, 2019 and is entered into by and between SPRING BANK PHARMACEUTICALS, INC., a Delaware corporation (“Spring Bank”), and SPEROVIE BIOSCIENCES, INC., a Delaware corporation (“Sperovie” and together with Spring Bank, individually and collectively, jointly and severally, “Borrower”), Pontifax Medison Finance (Israel) L.P. and Pontifax Medison Finance (Cayman) L.P. (collectively, referred to as “Lender”) and Pontifax Medison Finance GP, L.P., in its capacity as administrative agent and collateral agent for itself and Lender (in such capacity, “Agent”).
LICENSE AND COLLABORATION AGREEMENT among F-STAR GAMMA LIMITED, F-STAR BIOTECHNOLOGISCHE FORSCHUNGS-UND ENTWICKLUNGSGES.M.B.H, F-STAR BIOTECHNOLOGY LIMITED, and DENALI THERAPEUTICS INC. Dated as of 24 August 2016License and Collaboration Agreement • September 30th, 2020 • Spring Bank Pharmaceuticals, Inc. • Pharmaceutical preparations • England
THIS LICENSE AND COLLABORATION AGREEMENT is made and entered into effective as of 24 August 2016 (the “Effective Date”) by and between
●] Shares Spring Bank Pharmaceuticals, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 27th, 2016 • Spring Bank Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The Lock-Up Period will commence on the date of this lock-up agreement (this “Lock-Up Agreement”) and continue and include the date 180 days after the date of the final prospectus used to sell Common Stock in the Offering pursuant to the Underwriting Agreement relating to the Offering.
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • November 20th, 2020 • F-Star Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of November 20, 2020 (this “Agreement”), is entered into by and among Spring Bank Pharmaceuticals, Inc., a Delaware corporation (the “Company”), F-Star Therapeutics Limited., a company registered in England and Wales with company number 11532458 (“F-Star”), Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (collectively with Computershare, the “Rights Agent”), and Martin Driscoll, acting solely in his capacity as representative of the Holders (as defined herein) (the “Holder Representative”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Share Exchange Agreement (as defined below).
AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT SPRING BANK PHARMACEUTICALS, INC.Common Stock Purchase Warrant • April 13th, 2020 • Spring Bank Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (the “Warrant”) amends and restates, in its entirety, that certain Warrant for the purchase of up to [______] shares of the Common Stock (the “Warrant Shares”) of Spring Bank Pharmaceuticals, Inc., a Delaware corporation (the “Company”), issued to Pontifax Medison Finance ([Israel][Cayman]) L.P. or its assigns (the “Holder”), on September 19, 2019 (the “2019 Warrant”). The Holder is the holder of the 2019 Warrant, and the Holder, by its signature below, hereby agrees to the changed terms as set forth herein. This Warrant is being issued in consideration for the Lender Parties’ consent to a reduced Prepayment Charge and shorter period for the Prepayment Notice, as set forth in that certain Prepayment Notice and Payoff Letter dated as of April 8, 2020.
SPRING BANK TECHNOLOGIES, INC. AND MICROLOGIX BIOTECH, INC. STOCK PURCHASE AGREEMENT DECEMBER 17, 2003Stock Purchase Agreement • January 5th, 2016 • Spring Bank Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Stock Purchase Agreement (the “Agreement”) is made as of the 17th day of December 2003, by and between Spring Bank Technologies, Inc., a Massachusetts corporation having its principal office at 113 Cedar Street, Suite S-7, Milford, MA 01757, USA (the Company”) and Micrologix Biotech, Inc., a British Columbia corporation having its offices at BC Research Complex, 3650 Wesbrook Mall, Vancouver, BC, Canada V6S 2L2 (“Micrologix”).
Confidentiality and Non-Disclosure AgreementConfidentiality and Non-Disclosure Agreement • July 7th, 2022 • F-Star Therapeutics, Inc. • Pharmaceutical preparations • New York
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the undersigned recipient (“Recipient”) covenants and agrees, on behalf of itself and its Representatives (as defined below), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 21st, 2016 • Spring Bank Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 18, 2016 by and among Spring Bank Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
Dr. Nezam Afdhal, M.D. Charlestown, MA 02129 Dear Nezam:Employment Agreement • January 5th, 2016 • Spring Bank Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
On behalf of Spring Bank Pharmaceuticals, Inc., a Delaware corporation (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter is to summarize the terms of your employment with the Company, should you accept our offer:
ContractSecurities Agreement • May 13th, 2016 • Spring Bank Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO RULE 144 OR ANOTHER AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THE COMPANY MAY REQUIRE A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY, THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE MAY NOT BE CONDUCTED
AMENDMENT NO.1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 21st, 2022 • F-Star Therapeutics, Inc. • Pharmaceutical preparations
This AMENDMENT NO.1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of November 20, 2022, by and among invoX Pharma Limited, a private limited company under the laws of England and Wales (“Parent”), Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and F-star Therapeutics, Inc., a Delaware corporation (the “Company” and together with Parent and Purchaser, the “Parties”).
Private & Confidential FINAL (23 July 2020) DATED August 17, 2020 F-STAR BIOTECHNOLOGY LIMITED (1 ) and NEIL BREWIS (2 ) SERVICE AGREEMENTService Agreement • November 20th, 2020 • F-Star Therapeutics, Inc. • Pharmaceutical preparations
AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 21st, 2022 • F-Star Therapeutics, Inc. • Pharmaceutical preparations
This AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of December 20, 2022, by and among invoX Pharma Limited, a private limited company under the laws of England and Wales (“Parent”), Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and F-star Therapeutics, Inc., a Delaware corporation (the “Company” and together with Parent and Purchaser, the “Parties”).
Jonathan P. Freve Northborough, MA 01532 Dear Jon:Employment Agreement • January 5th, 2016 • Spring Bank Pharmaceuticals, Inc. • Pharmaceutical preparations
On behalf of Spring Bank Pharmaceuticals, Inc., a Delaware corporation (the “Company”), I am pleased to set forth below the terms of your continued employment with the Company, which will take effect as of the date you counter-sign this letter agreement:
ContractPd-L1 License Agreement • September 30th, 2020 • Spring Bank Pharmaceuticals, Inc. • Pharmaceutical preparations • England
[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit have been omitted by means of marking such portions with asterisks as the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.]
CONSULTING AGREEMENTConsulting Agreement • March 15th, 2022 • F-Star Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS CONSULTING AGREEMENT (the “Agreement”) by and between F-star Therapeutics, Inc. (“Client”) and Crimson Consulting, LLC and Darlene Deptula-Hicks, an individual (“Consultant”) is effective as of August 1, 2021 (the “Effective Date”).
Seller Lock-up Agreement]Lock-Up Agreement • July 30th, 2020 • Spring Bank Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
The undersigned of this lock-up agreement (this “Lock-Up Agreement”) understands that Spring Bank Pharmaceuticals, Inc., a Delaware corporation (“Company”), proposes to enter into a Share Exchange Agreement (the “Share Exchange Agreement”) with F-Star Therapeutics Limited, a company registered in England and Wales with company number 11532458 (“F-Star”), and the Persons listed on Schedule I to the Share Exchange Agreement (the “Sellers”), pursuant to which the Sellers will sell, transfer and convey to Company, and Company will purchase from Sellers, all of the issued and outstanding F-Star Shares (the “Acquisition”) on the terms set forth in the Share Exchange Agreement. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Share Exchange Agreement.
LEASE AGREEMENT BETWEEN 35 PARKWOOD REALTY LLC AS LANDLORD AND SPRING BANK PHARMACEUTICALS, INC. AS TENANTLease Agreement • October 5th, 2017 • Spring Bank Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
THIS LEASE AGREEMENT (this “Lease”) is entered into as of October 4, 2017 (the “Effective Date”) between 35 Parkwood Realty LLC, a Massachusetts limited liability company (“Landlord”), and Spring Bank Pharmaceuticals, Inc., a Delaware corporation (“Tenant”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 27th, 2016 • Spring Bank Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the [ ] day of [ ], 2016, by and between Spring Bank Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Dawson James Securities, Inc. (the “Holder”).
ContractWarrant Agreement • August 3rd, 2015 • Spring Bank Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Radhakrishnan P. Iyer Shrewsbury, MA 01545 Dear Kris:Employment Agreement • January 5th, 2016 • Spring Bank Pharmaceuticals, Inc. • Pharmaceutical preparations
On behalf of Spring Bank Pharmaceuticals, Inc., a Delaware corporation (the “Company”), I am pleased to set forth below the terms of your continued employment with the Company, which will take effect as of the date you counter-sign this letter agreement:
ADDENDUM TO THE INDEFINITE- TERM EMPLOYMENT CONTRACT AVENANT AU CONTRAT DE TRAVAIL À DURÉE INDÉTERMINÉE BETWEEN ENTREIndefinite-Term Employment Contract • May 10th, 2022 • F-Star Therapeutics, Inc. • Pharmaceutical preparations
F-star Therapeutics Inc, having its registered office 245 First Street, Riverview ll, 18th Floor, Cambridge, Massachusetts 02142, U.S.A, registered with the Companies and Commercial Registry of Delaware under no. 52- 2386345 F-star Therapeutics Inc, dont le siège social est situé 245 First Street, Riverview ll, 18th Floor, Cambridge, Massachusetts 02142, U.S.A, enregistrée au Registre du Commerce et des Sociétés du Delaware sous le numéro 52- 2386345
SHARE EXCHANGE AGREEMENT BY AND AMONG SPRING BANK PHARMACEUTICALS, INC., F-STAR THERAPEUTICS LIMITED AND THE SELLERS LISTED ON SCHEDULE I HERETO Dated as of July 29, 2020Share Exchange Agreement • July 30th, 2020 • Spring Bank Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS SHARE EXCHANGE AGREEMENT is made and entered into as of July 29, 2020 (this “Agreement”) by and among Spring Bank Pharmaceuticals, Inc., a Delaware corporation (“Company”), F-Star Therapeutics Limited, a company registered in England and Wales with company number 11532458 (“F-Star”), and the Persons listed on Schedule I hereto (including each Person, if any, who executes a Joinder Agreement as contemplated by Sections 6.11 and 6.12) (“Sellers”). F-Star, Company and each Seller are each a “Party” and referred to collectively herein as the “Parties.” Certain capitalized terms used in this Agreement are defined in Exhibit A.
