UNDERWRITING AGREEMENT between ANGION BIOMEDICA CORP. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters ANGION BIOMEDICA CORP.Underwriting Agreement • May 23rd, 2014 • Angion Biomedica Corp. • Pharmaceutical preparations • New York
The undersigned, Angion Biomedica Corp., a corporation formed under the laws of the State of Delaware (collectively with its affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being affiliates of Angion Biomedica Corp., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Angion Biomedica Corp. and _____________, As Warrant Agent Form of Preferred Stock Warrant Agreement Dated As Of __________ ANGION BIOMEDICA CORP. FORM OF PREFERRED STOCK WARRANT AGREEMENTPreferred Stock Warrant Agreement • May 16th, 2022 • Angion Biomedica Corp. • Pharmaceutical preparations • New York
This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between Angion Biomedica Corp., 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 WARRANT ANGION BIOMEDICA CORP.Common Stock Purchase Warrant • January 15th, 2021 • Angion Biomedica Corp. • 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 the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”), provided that, if such date is not a Trading Day, the Termination Date should be the immediately following Trading Day, but not thereafter, to subscribe for and purchase from Angion Biomedica Corp., 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). For purposes of this Warrant, Trading Day shall mean a day on which the principal market on which the Company’
ANGION BIOMEDICA CORP. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2021 • Angion Biomedica Corp. • Pharmaceutical preparations • New York
ContractSubsidiary Guarantee • November 13th, 2024 • Elicio Therapeutics, Inc. • Pharmaceutical preparations • New York
Angion Biomedica Corp. and _____________, As Warrant Agent Form of Common Stock Warrant Agreement Dated As Of __________ Angion Biomedica Corp. Form of Common Stock Warrant AgreementWarrant Agreement • May 16th, 2022 • Angion Biomedica Corp. • Pharmaceutical preparations • New York
This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between, Angion Biomedica Corp., 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”).
Angion Biomedica Corp. and _____________, As Warrant Agent Form of Debt Securities Warrant Agreement Dated As Of __________ ANGION BIOMEDICA CORP. FORM OF DEBT SECURITIES WARRANT AGREEMENT Angion Biomedica Corp. Form of debt securities Warrant AgreementDebt Securities Warrant Agreement • May 16th, 2022 • Angion Biomedica Corp. • Pharmaceutical preparations • New York
This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between Angion Biomedica Corp., 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”).
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • May 23rd, 2014 • Angion Biomedica Corp. • Pharmaceutical preparations • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
ANGION BIOMEDICA CORP. Common Stock ($0.01 par value per share) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENTAt-the-Market Equity Offering Sales Agreement • May 16th, 2022 • Angion Biomedica Corp. • Pharmaceutical preparations • New York
Common Stock (par value $0.01 per share) Capital on Demand™ Sales AgreementCapital on Demand Sales Agreement • June 3rd, 2024 • Elicio Therapeutics, Inc. • Pharmaceutical preparations • New York
Elicio Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with JonesTrading Institutional Services LLC (the “Agent”), as follows:
Indemnification AgreementIndemnification Agreement • June 2nd, 2023 • Elicio Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is made and entered into this [__] day of May, 2023, by and between Elicio Therapeutics, Inc., a Delaware corporation (the “Company”), and [Director/Officer] (“Indemnitee”).
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification & Liability • January 15th, 2021 • Angion Biomedica Corp. • Pharmaceutical preparations • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of [ · ], 20[ · ] by and between Angion Biomedica Corp., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: ANGION BIOMEDICA CORP., a Delaware corporation; ARKHAM MERGER SUB, INC., a Delaware corporation; and elicio therapeutics, inc., a Delaware corporation Dated as of January 17, 2023Merger Agreement • January 17th, 2023 • Angion Biomedica Corp. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of January 17, 2023, by and among ANGION BIOMEDICA CORP., a Delaware corporation (“Parent”), ARKHAM MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and ELICIO THERAPEUTICS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
SUPPORT AGREEMENTSupport Agreement • January 17th, 2023 • Angion Biomedica Corp. • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”), is made as of January 17, 2023, by and between Elicio Therapeutics, Inc., a Delaware corporation (the “Company”), and the Person set forth on Schedule A hereto (the “Stockholder”).
Execution Version 4165-0321-4930.3 SECURITY AGREEMENT SECURITY AGREEMENT, dated August 12, 2024, by and between Elicio Therapeutics, Inc., a Delaware corporation, with headquarters located at 451 D Street, 5th Floor, Boston, Massachusetts 02210 (the...Security Agreement • November 13th, 2024 • Elicio Therapeutics, Inc. • Pharmaceutical preparations
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION IS BOTH (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT CUSTOMARILY TREATS AS PRIVATE OR CONFIDENTIAL. SUPPLY AND...Supply and Non-Exclusive License Agreement • March 29th, 2023 • Angion Biomedica Corp. • Pharmaceutical preparations • New York
This Supply and Non-Exclusive License Agreement (“Agreement”), made as of May 11, 2022 (the “Effective Date”), is by and between Regeneron Pharmaceuticals, Inc. (“Regeneron”), having a place of business at 777 Old Saw Mill River Road, Tarrytown, NY 10591-6707 and Elicio Therapeutics, Inc. (“Sponsor”), having a place of business at 451 D Street, Suite 501, Boston, MA 02210. Regeneron and Sponsor are each referred to herein individually as “Party” and collectively “Parties.”
ANGION BIOMEDICA CORPORATION EMPLOYMENT, CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENTEmployment Agreement • April 14th, 2014 • Angion Biomedica Corp. • Pharmaceutical preparations • New York
As a condition of my employment with Angion Biomedica Corporation. (“Angion”) , and in consideration of my employment with Angion and my receipt of the compensation now and hereafter paid to me by Angion, I agree to the following:
AGREEMENT OF LEASE BY AND BETWEEN NOVAPARK LLCLease Agreement • January 15th, 2021 • Angion Biomedica Corp. • Pharmaceutical preparations • New York
AGREEMENT OF LEASE (this “Lease”), made the day of June, 2011, by and between NOVAPARK (“Landlord”), a Delaware limited liability company, having an office at c/o Dr. Itzhak Goldberg, 400 Kelby Street, Fort Lee, New Jersey 07024, and ANGION BIOMEDICA, a Delaware corporation, having an address at 1050 Stewart Ave. , Garden City, New York (“Tenant”).
Execution Version NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...Senior Secured Convertible Promissory Note • November 13th, 2024 • Elicio Therapeutics, Inc. • Pharmaceutical preparations • New York
LEASE Landlord, TO ANGION BIOMEDICA CORPORATION Tenant.Lease Agreement • April 14th, 2014 • Angion Biomedica Corp. • Pharmaceutical preparations • New Jersey
The Land affected by the Within Instrument Lies in Block 4502 on the Tax Map of the Borough of Fort Lee, County of Bergen (Tax Lots 1 and 2).
ContractSubscription Agreement • March 18th, 2024 • Elicio Therapeutics, Inc. • Pharmaceutical preparations • New York
ELICIO THERAPEUTICS, INC. 500,000 SHARES OF COMMON STOCK (PAR VALUE $0.01) WARRANTS TO PURCHASE 2,300,000 SHARES OF COMMON STOCK PRE-FUNDED WARRANTS TO PURCHASE 1,800,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • July 1st, 2024 • Elicio Therapeutics, Inc. • Pharmaceutical preparations • New York
Execution Version SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of August 12, 2024, by and among Elicio Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the...Securities Purchase Agreement • November 13th, 2024 • Elicio Therapeutics, Inc. • Pharmaceutical preparations • New York
CONSULTING AGREEMENTConsulting Agreement • April 14th, 2014 • Angion Biomedica Corp. • Pharmaceutical preparations • New York
WHEREAS, the Consultant desires to continue to provide certain consulting and related services to the Company related to administration of the Company (acting CEO)
March 29, 2019 Jay R. Venkatesan, MD [***] [***] Dear Jay,Employment Agreement • January 15th, 2021 • Angion Biomedica Corp. • Pharmaceutical preparations
This letter amends and restates in its entirety the terms of you employment as Chief Executive Officer of Angion Biomedica, Inc. (“Angion” or “Company”) and supersedes that certain letter agreement dated April 30, 2018 between you and the Company (the “Original Agreement”). As CEO you will be based in San Francisco, California and report to the Board of Directors. Your official hire date was May 1, 2018. This offer includes the following:
BROKER PURCHASE WARRANT ANGION BIOMEDICA CORP.Broker Purchase Warrant • January 15th, 2021 • Angion Biomedica Corp. • Pharmaceutical preparations
THIS BROKER PURCHASE WARRANT (the “Broker 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 the close of business on the thirtieth (30th) day after the Initial Exercise Date (the “Termination Date”), provided that, if such date is not a Trading Day, the Termination Date shall be the immediately following Trading Day, but not thereafter, to subscribe for and purchase from Angion Biomedica Corp., a Delaware corporation (the “Company”), up to shares of Common Stock (as subject to adjustment hereunder, the “Broker Shares”) at an Exercise Price (as defined in Section 2(b) below). For purposes of this Broker Warrant, Trading Day shall mean a day on which the principal market on which the Company’s Common Stock is traded is open for business.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 15th, 2021 • Angion Biomedica Corp. • Pharmaceutical preparations • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Angion Biomedica Corp., a Delaware corporation (the “Company”), and John Neylan (“Executive”), dated December 17, 2018 (the “Effective Date”).
CONFIDENTIAL CONSULTING AGREEMENTConfidential Consulting Agreement • January 15th, 2021 • Angion Biomedica Corp. • Pharmaceutical preparations • California
This Confidential Consulting Agreement (the “Agreement”) is executed as of the date shown on the signature page (the “Effective Date”), by and between FLG Partners, LLC, a California limited liability company (“FLG”), and the entity identified on the signature page (“Client”).
LICENSE AGREEMENTLicense Agreement • August 25th, 2014 • Angion Biomedica Corp. • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”) is effective as of November 15, 2013 (the “Effective Date”), by and between Angion Biomedica Corp., a Delaware corporation (“Angion”), and Ohr Cosmetics LLC, a Delaware corporation (“Ohr”). Angion and Ohr are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2023 • Angion Biomedica Corp. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (the “Agreement”) is made and entered into as of November 15, 2018, by and between Robert Connelly (the “Executive”) and Vedantra Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 15th, 2021 • Angion Biomedica Corp. • Pharmaceutical preparations • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Angion Biomedica Corp., a Delaware corporation (the “Company”), and Itzhak D. Goldberg (“Executive”), dated May 1, 2018 (the “Effective Date”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 23rd, 2014 • Angion Biomedica Corp. • Pharmaceutical preparations • New York
This Agreement is entered into on May 1, 2014, by and between ANDREW P. SAVADELIS (“Executive”) and ANGION BIOMEDICA CORP., a Delaware corporation (the “Company”).
SUBCONTACTOR AGREEMENTSubcontractor Agreement • January 15th, 2021 • Angion Biomedica Corp. • Pharmaceutical preparations
This Subcontractor Agreement (“Agreement”), between Angion Biomedica Corporation, a Delaware corporation, having an address at 51 Charles Lindbergh Blvd., Uniondale, New York 11553, (hereinafter referred to as “Angion”) and The Regents of the University of Michigan, a public educational institution and Constitutional corporation of the State of Michigan having an address at 3003 S. State Street, Ann Arbor, Michigan 48109-1274 (hereinafter referred to as “UM”). Angion and UM are hereinafter referred to collectively as the “Parties” or individually the “Party”.
Re: Separation AgreementSeparation Agreement • March 30th, 2022 • Angion Biomedica Corp. • Pharmaceutical preparations • California
This letter sets forth the substance of the separation agreement (the “Agreement”) that Angion Biomedica Corp. (the “Company”) is offering to you pursuant to the terms of your employment agreement with the Company dated May 1, 2018 (the “2018 Agreement”).
SUPPORT AGREEMENTSupport Agreement • January 17th, 2023 • Angion Biomedica Corp. • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”), is made as of January 17, 2023, by and between Angion Biomedica Corp., a Delaware corporation (“Parent”), and the Person set forth on Schedule A hereto (the “Stockholder”).
