Consonance-HFW Acquisition Corp.Securities Subscription Agreement • October 9th, 2020 • Consonance-HFW Acquisition Corp. • Blank checks • New York
This agreement (this “Agreement”) is entered into on September 4, 2020 by and between Consonance Life Sciences, LLC, a Cayman Islands exempted company (the “Subscriber” or “you”), and Consonance-HFW Acquisition Corp., a Cayman Islands limited liability company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 3,593,750 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 468,750 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 9th, 2020 • Consonance-HFW Acquisition Corp. • Blank checks • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [_____], 2020 between Consonance-HFW Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [_____] (“Indemnitee”).
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...Warrant Agreement • April 2nd, 2024 • Surrozen, Inc./De • Biological products, (no disgnostic substances)
THIS WARRANT MAY BE SUBJECT TO FORFEITURE AND CANCELLATION AS SET FORTH HEREIN AND IN SECTION 2.3 OF THE PURCHASE AGREEMENT. IN THE EVENT THIS WARRANT IS CANCELLED PURSUANT TO THE PURCHASE AGREEMENT, IT SHALL BECOME VOID WITHOUT THE REQUIREMENT FOR SURRENDER TO THE COMPANY.
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • November 25th, 2020 • Consonance-HFW Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of November 18, 2020, is made and entered into by and among Consonance-HFW Acquisition Corp., a Cayman Islands exempted company (the “Company”), Consonance Life Sciences, a Cayman Islands exempted limited company (the “Sponsor”), the undersigned parties listed under Holder on the signature page hereto (each such party, including the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).
SURROZEN, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Preferred Stock Warrant Agreement • December 9th, 2022 • Surrozen, Inc./De • Biological products, (no disgnostic substances) • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between SURROZEN, 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”).
Consonance-HFW Acquisition Corp.Underwriting Agreement • October 13th, 2020 • Consonance-HFW Acquisition Corp. • Blank checks • New York
SURROZEN, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • December 9th, 2022 • Surrozen, Inc./De • Biological products, (no disgnostic substances) • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between SURROZEN, 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”).
WARRANT AGREEMENT by and between CONSONANCE-HFW ACQUISITION CORP. and Continental Stock Transfer & Trust Company Dated November 18, 2020Warrant Agreement • November 25th, 2020 • Consonance-HFW Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated November 18, 2020, is by and between Consonance-HFW Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 25th, 2020 • Consonance-HFW Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 18, 2020 by and between Consonance-HFW Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SURROZEN, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • December 9th, 2022 • Surrozen, Inc./De • Biological products, (no disgnostic substances) • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between SURROZEN, 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”).
SURROZEN, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 2nd, 2024 • Surrozen, Inc./De • Biological products, (no disgnostic substances)
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
INDEMNITY AGREEMENTIndemnification Agreement • August 17th, 2021 • Surrozen, Inc./De • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of [____________], is made by and between SURROZEN, INC., a Delaware corporation (the “Company” or “Surrozen” ), and ____________ (“Indemnitee” ).
PRE-FUNDED COMMON STOCK WARRANT Surrozen, Inc.Pre-Funded Common Stock Agreement • April 2nd, 2024 • Surrozen, Inc./De • Biological products, (no disgnostic substances)
THIS PREFUNDED COMMON STOCK 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 set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Surrozen, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock(as subject to adjustment hereunder, the “Warrant Shares”) . 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).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • November 25th, 2020 • Consonance-HFW Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of November 18, 2020, is entered into by and between Consonance-HFW Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Consonance Life Sciences, a Cayman Islands exempted limited company (the “Purchaser”).
CONSONANCE-HFW ACQUISITION CORP. 8,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • November 25th, 2020 • Consonance-HFW Acquisition Corp. • Blank checks • New York
Consonance-HFW Acquisition Corp., a Cayman Islands corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 8,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 1,200,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.” To the extent that there are no additional Underwriters listed on Schedule 1 hereto other than you, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or plural as the context requires.
LEASE THE COVE AT OYSTER POINT HCP OYSTER POINT III LLC,Lease Agreement • March 28th, 2022 • Surrozen, Inc./De • Biological products, (no disgnostic substances) • California
This Lease (the "Lease"), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the "Summary"), below, is made by and between HCP OYSTER POINT III LLC, a Delaware limited liability company ("Landlord"), and SURROZEN, INC., a Delaware corporation ("Tenant").
SURROZEN, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 2nd, 2024 • Surrozen, Inc./De • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 1, 2024, by and between Surrozen, Inc., 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”).
AMENDED AND RESTATED LICENSE AND OPTION AGREEMENT between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA and SURROZEN for Llama Single Domain Antibody Phage Library UC Case No. [****]License and Option Agreement • June 24th, 2021 • Consonance-HFW Acquisition Corp. • Biological products, (no disgnostic substances) • California
This amended and restated license and option agreement (“Agreement”) is effective this 17th day of January, 2020 (“Amended and Restated Effective Date”), between The Regents of the University of California (“The Regents”), a California corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, and acting through its Office of Technology Management, University of California San Francisco, 600 16th Street, Suite S-272, San Francisco, CA 94143 and Surrozen, Inc., a Delaware corporation, having a principal place of business at171 Oyster Point Blvd., Suite 400, South San Francisco, CA 94080 (“Surrozen”). The Regents and Surrozen are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Consonance-HFW Acquisition Corp. November 18, 2020Office Space and Administrative Services Agreement • November 25th, 2020 • Consonance-HFW Acquisition Corp. • Blank checks • New York
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • April 15th, 2021 • Consonance-HFW Acquisition Corp. • Blank checks • Delaware
WARRANT AGREEMENT by and between CONSONANCE-HFW ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [ ], 2021Warrant Agreement • July 13th, 2021 • Consonance-HFW Acquisition Corp. • Biological products, (no disgnostic substances) • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [ ], 2021, is by and between Consonance-HFW Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
Charles River Laboratories, Inc. 251 Ballardvale Street Wilmington, Massachusetts 01887 Distributed Bio, Inc.Antibody Library Subscription Agreement • November 8th, 2023 • Surrozen, Inc./De • Biological products, (no disgnostic substances)
SURROZEN, INC. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 17th, 2021 • Surrozen, Inc./De • Biological products, (no disgnostic substances) • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is dated as of August 11, 2021, and is by and among Surrozen, Inc., a Delaware corporation (the “Company”) (formerly named Consonance-HFW Acquisition Corp.), Consonance Life Sciences, a Cayman Islands limited liability company (the “Sponsor”), the persons and entities listed on EXHIBIT A (together with their Permitted Transferees that become party hereto, each, a “Named Investor”) and the persons and entities listed on EXHIBIT B (together with their Permitted Transferees that become party hereto, each, an “Individual Investor”, and collectively with the Named Investors, the “Investors”).
S13-348MW AMENDMENT 7/5/2016License Agreement • June 24th, 2021 • Consonance-HFW Acquisition Corp. • Biological products, (no disgnostic substances)
Effective the 5th day of July 2016, THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Surrozen (“Surrozen”), a corporation having a principal place of business at 1700 Owens St., Suite 500, San Francisco, CA 94158 agree as follows:
Consonance-HFW Acquisition Corp.Underwriting Agreement • November 25th, 2020 • Consonance-HFW Acquisition Corp. • Blank checks • New York
FIRST AMENDMENT TO THE ANTIBODY LIBRARY SUBSCRIPTON AGREEMENT BETWEEN DISTRIBUTED BIO INC. AND SURROZEN, INC.Antibody Library Subscription Agreement • June 24th, 2021 • Consonance-HFW Acquisition Corp. • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO THE AGREEMENT (“First Amendment”) is made effective as of January 15th, 2019 (the “Amendment Date”) and is entered into by and between Distributed Bio, Inc. a California corporation, having offices at 329 Oyster Point Blvd, 3rd Floor, South San Francisco, CA US 94080 (“Distributed Bio”) and Surrozen, Inc. having its principal offices at 171 Oyster Point Blvd, Suite 400, So San Francisco, CA 94080 (“Surrozen”) to amend their Antibody Library Subscription Agreement dated September 30, 2016 (the “Agreement”).
South San Francisco, CA 94080Separation Agreement • July 19th, 2023 • Surrozen, Inc./De • Biological products, (no disgnostic substances)
This letter sets forth the substance of the separation agreement (the “Agreement”) that Surrozen Operating, Inc. (the “Company”) is offering to you to aid in your employment transition.
AMENDED AND RESTATED WARRANT AGREEMENT by and between SURROZEN, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY As amended on March 31, 2023Warrant Agreement • March 31st, 2023 • Surrozen, Inc./De • Biological products, (no disgnostic substances) • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated March 31, 2023, is by and between Surrozen, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
Distributed Bio, Inc ANTIBODY LIBRARY SUBSCRIPTION AGREEMENTAntibody Library Subscription Agreement • June 24th, 2021 • Consonance-HFW Acquisition Corp. • Biological products, (no disgnostic substances) • California
Within [****] after achievement of any of the Milestone Events, Surrozen shall provide Distributed Bio with written notice of such achievement, and shall pay the corresponding Milestone payment within [****] after such achievement.
BUSINESS COMBINATION AGREEMENT BY AND AMONG CONSONANCE-HFW ACQUISITION CORP., PERSEVERANCE MERGER SUB INC., AND, SURROZEN, INC. DATED AS OF APRIL 15, 2021Business Combination Agreement • April 15th, 2021 • Consonance-HFW Acquisition Corp. • Blank checks • Delaware
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • April 15th, 2021 • Consonance-HFW Acquisition Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of April [•], 2021, is made by and among Consonance-HFW Acquisition Corp., a Cayman Islands exempted company (“CHFW”), Consonance Life Sciences, a Cayman Islands exempted company (the “Sponsor”), the other holders of CHFW Class B ordinary shares set forth on the signature page hereto (the “Founders”, and together with the Sponsor, collectively, the “CHFW Shareholders”), and Surrozen, Inc., a Delaware corporation (the “Company”). CHFW, the CHFW Shareholders and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used herein and not otherwise defined will have the meaning given such terms in the Business Combination Agreement (as defined below).
Side Agreement No. 2 relating to the exclusive agreement between Surrozen Operating, Inc. and the Board of Trustees of the Leland Stanford Junior University, dated March 23, 2016, as amendedSide Agreement • May 10th, 2023 • Surrozen, Inc./De • Biological products, (no disgnostic substances)
THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY Office of Technology Licensing 415 Broadway Street, 2nd Floor Redwood City, CA 94063 Attention: Sunita Rajdev, Director, Licensing and Strategic Alliances, Life Sciences
COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • April 15th, 2021 • Consonance-HFW Acquisition Corp. • Blank checks • Delaware
This COMPANY STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of April [•], 2021, is made by and among Consonance-HFW Acquisition Corp., a Cayman Islands exempted company (“CHFW”), [•], a [•], a holder of capital stock of Surrozen, Inc. (the “Company Stockholder”), and Surrozen, Inc., a Delaware corporation (the “Company”). CHFW, the Company Stockholder and the Company shall be referred to herein from time to time collectively as the “Parties”.
EXCLUSIVE (EQUITY) AGREEMENTExclusive (Equity) Agreement • June 24th, 2021 • Consonance-HFW Acquisition Corp. • Biological products, (no disgnostic substances) • California
This Agreement between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Surrozen (“Surrozen”), a corporation having a principal place of business at 1700 Owens St., Ste 500, San Francisco, CA, 94158, is effective on the 23rd day of March, 2016 (“Effective Date”).
ContractLicense Agreement • June 24th, 2021 • Consonance-HFW Acquisition Corp. • Biological products, (no disgnostic substances)
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [****], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
