•] Shares PHARVARIS B.V. ORDINARY SHARES (NOMINAL VALUE €0.12 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2021 • Pharvaris, B.V. • Pharmaceutical preparations • New York
PHARVARIS N.V. Ordinary Shares (nominal value of €0.12 per share) SALES AGREEMENTSales Agreement • March 2nd, 2022 • Pharvaris N.V. • Pharmaceutical preparations • New York
Pharvaris N.V., a public limited liability company (naamloze vennootschap) (the “Company”), confirms its agreement (this “Agreement”) with SVB Securities LLC (the “Agent”), as follows:
PHARVARIS N.V. Ordinary Shares (nominal value of €0.12 per share) SALES AGREEMENTSales Agreement • April 12th, 2024 • Pharvaris N.V. • Pharmaceutical preparations • New York
Pharvaris N.V., a public limited liability company (naamloze vennootschap) (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC (the “Agent”), as follows:
License Agreement between Pharvaris BV Leiden BioScience Park, J.H.Oortweg 21, 2333 CH Leiden, The Netherlands registered in the trade register of the Chamber of Commerce under no. 64239411License Agreement • January 22nd, 2021 • Pharvaris, B.V. • Pharmaceutical preparations
Now, therefore, in consideration of the premises and the terms and conditions contained in this License Agreement, Pharvaris and Analyticon, intending to be legally bound, agree as follows:
INDEMNIFICATION AGREEMENT between [name] as the Officer and Pharvaris N.V. as the CompanyIndemnification Agreement • January 15th, 2021 • Pharvaris, B.V. • Pharmaceutical preparations
PHARVARIS N.V. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 7th, 2024 • Pharvaris N.V. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of February 5, 2024 between Pharvaris N.V., a public company with limited liability (naamloze vennootschap) incorporated and existing under the laws of the Netherlands (the “Company”) and General Atlantic PH B.V. (the “Investor”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated 5 November 2020 with regard to the shareholding in PHARVARIS B.V. for the terms and conditions of the participation of the Shareholders in the CompanyShareholder Agreement • January 15th, 2021 • Pharvaris, B.V. • Pharmaceutical preparations
number 6828501) (“Venrock-2”) and Venrock Healthcare Capital Partners Eg, L.P., a limited partnership formed under the laws of the State of Delaware in the United States of America, having its registered office at 3340 Hillview Avenue, Palo Alto, CA 94304 and registered with the Delaware Secretary of State, Division of Corporations (file number 7852507) (“Venrock-3” and, together with Venrock-1 and Venrock-2, “Venrock”);
SHARE SUBSCRIPTION AGREEMENT with regard to PHARVARIS B.V. for the terms and conditions of the subscription of the Series B-1 Preferred Shares and Series B-2 Preferred Shares in the CompanyShare Subscription Agreement • January 15th, 2021 • Pharvaris, B.V. • Pharmaceutical preparations
the parties under number 2 through 9 are collectively referred to as the “Series B Investors” and the “Subscribers” and each individually as a “Series B Investor” and a “Subscriber”; the parties under 1 through 9 collectively referred to as the “Parties” and each individually as a “Party”; and the parties under number 2 through 5 are collectively referred to as the “New Subscribers” and each individually as a “New Subscriber.”
License Agreement between Pharvaris BV Leiden BioScience Park, J.H.Oortweg 21, 2333 CH Leiden, The Netherlands registered in the trade register of the Chamber of Commerce under no. 64239411License Agreement • January 11th, 2021 • Pharvaris, B.V. • Pharmaceutical preparations
Now, therefore, in consideration of the premises and the terms and conditions contained in this License Agreement, Pharvaris and Analyticon, intending to be legally bound, agree as follows:
Date] [Investor] Re: Potential IPO Opportunity Ladies and Gentlemen:Letter Agreement • February 1st, 2021 • Pharvaris, B.V. • Pharmaceutical preparations
This letter agreement (this “Letter Agreement”) memorializes the agreement and understanding between [Investor] (“Investor”), on the one hand, and Pharvaris, B.V. (the “Company”), on the other hand, regarding the Company’s agreement to make best efforts to recommend to the underwriters of the Company’s initial public offering that an allocation be made to Investor and/or the Company’s agreement to offer additional equity securities of the Company to Investor on the terms, and subject to the conditions, set forth below.
SHARE SUBSCRIPTION AGREEMENT with regard to PHARVARIS B.V. for the terms and conditions of the subscription of the Series C Shares in the CompanyShare Subscription Agreement • January 15th, 2021 • Pharvaris, B.V. • Pharmaceutical preparations
the parties under number 2 through 9 are collectively referred to as the “Subscribers” and each individually as a “Subscriber”; the parties under 1 through 9 collectively referred to as the “Parties” and each individually as a “Party”; and the parties under number 7 through 9 are collectively referred to as the “New Subscribers” and each individually as a “New Subscriber”.
SUBSCRIPTION AGREEMENT Pharvaris N.V. Emmy Noetherweg 2 2333 BK Leiden The Netherlands Ladies and Gentlemen:Subscription Agreement • June 20th, 2023 • Pharvaris N.V. • Pharmaceutical preparations
Pharvaris N.V., a public company with limited liability (naamloze vennootschap), having its official seat in Leiden, the Netherlands, and registered with the trade register of the Dutch Chamber of Commerce under number 64239411 (the “Company”) desires to issue to the undersigned investors (each, a “Subscriber” and collectively, the “Subscribers”), and each of the Subscribers desires to subscribe for and accept from the Company, that number of ordinary shares, par value €0.12 per share (the “Ordinary Shares”) set forth on the signature page hereto for a subscription price of $10.07 per share (the “Per Share Price” and the aggregate of such Per Share Price for all Shares subscribed for by each Subscriber being referred to herein as the “Subscription Price”), on the terms and subject to the conditions contained herein, (the “Subscription”).
AMENDMENT AGREEMENT with regard to PHARVARIS B.V. for the amended terms and conditions of the subscription of the Series B-1 Preferred Shares and Series B-2 Preferred Shares in the CompanyAmendment Agreement • January 15th, 2021 • Pharvaris, B.V. • Pharmaceutical preparations
Amendment 1 (- “Amendment 1” -) to the License Agreement (- “License Agreement” -) entered into by AnalytiCon Discovery GmbH and Pharvaris BV on 31st March 2016, This Amendment 1 is made between Pharvaris Netherlands BV Leiden BioScience Park,...License Agreement • January 11th, 2021 • Pharvaris, B.V. • Pharmaceutical preparations
The Parties wish to clarify the use of confidential information and IP after termination of the License Agreement and certain other matters.
Date] Pharvaris B.V.Waiver of Potential Ipo Opportunity and Termination of Letter Agreement • February 1st, 2021 • Pharvaris, B.V. • Pharmaceutical preparations
Amendment 2 to the License Agreement entered into by AnalytiCon Discovery GmbH and Pharvaris NV on 31st March 2016, This Amendment 2 is made between Pharvaris Netherlands BV Emmy Noetherweg 2, 2333 BK Leiden, The Netherlands and BRAIN Biotech AG...License Agreement • September 23rd, 2024 • Pharvaris N.V. • Pharmaceutical preparations
This Amendment 2 to License Agreement (“Amendment 2”) is dated as of September 20, 2024 by and between Pharvaris Netherlands BV, a company with limited liability incorporated in the Netherlands (“Pharvaris”), and BRAIN Biotech AG, a stock corporation incorporated in Germany (“BRAIN Biotech”). Capitalized terms used and not defined in this Amendment 2 have the meanings assigned to them in the License Agreement.
Amendment 1 (- “Amendment 1” -) to the License Agreement (- “License Agreement” -) entered into by AnalytiCon Discovery GmbH and Pharvaris BV on 31st March 2016, This Amendment 1 is made between Pharvaris Netherlands BV Leiden BioScience Park,...License Agreement • January 22nd, 2021 • Pharvaris, B.V. • Pharmaceutical preparations
The Parties wish to clarify the use of confidential information and IP after termination of the License Agreement and certain other matters.
