CANDEL THERAPEUTICS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 202[•] Subordinated Debt SecuritiesIndenture • August 5th, 2022 • Candel Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
INDENTURE, dated as of [•], 202[•], among CANDEL THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
Number of Shares] Candel Therapeutics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • July 16th, 2021 • Candel Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • August 5th, 2022 • Candel Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
CANDEL THERAPEUTICS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • July 16th, 2021 • Candel Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Candel Therapeutics, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 16th, 2021 • Candel Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective November 13, 2018 (the “Effective Date”), by and between Advantagene, Inc., a Delaware corporation (the “Company”) and Estuardo Aguilar-Cordova (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 16th, 2021 • Candel Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is made between Advantagene, Inc., a Delaware corporation d/b/a Candel Therapeutics (the “Company”), and Paul Peter Tak, M.D. Ph.D. (the “Executive”) and is made effective as of September 12, 2020 “Effective Date”).
EMPLOYMENT AGREEEMENTEmployment Agreement • August 5th, 2022 • Candel Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is made between Candel Therapeutics, Inc., a Delaware corporation (the “Company”), and Seshu Tyagarajan (the “Executive”) and is made effective as of April 14, 2022 or a mutually agreeable start date.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 29th, 2022 • Candel Therapeutics, Inc. • Biological products, (no disgnostic substances)
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Exclusive Patent License Agreement • July 16th, 2021 • Candel Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This License Agreement (“Agreement”) is made as of the 15th day of September, 2020 (“Effective Date”), by and between Advantagene, Inc., a Delaware corporation, having a principal place of business at 440 Lexington Avenue, Auburndale, MA 02466 (“Company”) and The Brigham and Women’s Hospital, Inc., a not-for-profit Massachusetts corporation, with a principal place of business at 75 Francis Street, Boston, Massachusetts 02115 (“Hospital”), each referred to herein individually as a “Party” and collectively as the “Parties”.
REVISED CONSULTING AGREEMENT – EFFECTIVE October 1, 2021Consulting Agreement • March 29th, 2022 • Candel Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS CONSULTING AGREEMENT, effective October 1, 2021 and dated as of this October 19, 2021 (this "Agreement"), is by and between Susan Stewart located at 62 Larchwood Drive, Cambridge MA 02138 ("Consultant"), and Candel Therapeutics, Inc. with principal executive offices at 117 Kendrick Street, Needham, MA 02494 ("Company").
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Exclusive License Agreement • July 16th, 2021 • Candel Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Exclusive License Agreement (hereinafter referred to as this “Agreement”), effective as March 1, 2014 (the “Effective Date”), is entered into by and between Advantagene, Inc., a corporation duly incorporated under the laws of Delaware and having a place of business at 440 Lexington Street, Auburndale, MA (“Licensor”), and Ventagen, LLC., a Massachusetts limited liability company, having a place of business at 160 Paulson Road, Waban MA (the “Company”).
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Exclusive License Agreement • June 25th, 2021 • Candel Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) dated as of December 9, 2019 (the “Effective Date”) is entered into by and among Advantagene, Inc., a Delaware corporation, d/b/a Candel Therapeutics (“Candel”), having a place of business at 117 Kendrick Street, Suite 450, Needham, MA 02494, Periphagen, Inc, a Delaware corporation (“Periphagen”), having a place of business at 2403 Sidney Street, Suite 255, Pittsburgh, PA 15203, and, as to certain provisions herein, Periphagen Holdings, Inc., a Delaware corporation (“Holdings”), having a place of business at 2403 Sidney Street, Suite 255, Pittsburgh, PA 15203.
ADVANTAGENE, INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • July 16th, 2021 • Candel Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS CERTIFIES THAT, for value received, PBM ADV HOLDINGS, LLC, or its assigns (the “Holder”), is entitled to subscribe for and purchase from ADVANTAGENE, INC., a Delaware corporation (the “Company”), 9,026,618 shares of the Company’s Common Stock, $0.01 par value (the “Common Stock”) at an exercise price of $2.7696 per share, as subject to adjustment as provided herein (the “Exercise Price”). This Warrant to Purchase Common Stock (“Warrant”) is being purchased pursuant to the terms of that certain Series B Preferred Stock Purchase Agreement, dated , 2018, among the Company, the Holder and the other parties thereto (the “Purchase Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Purchase Agreement.
FIRST Amendment to Loan and security agreementLoan and Security Agreement • August 10th, 2023 • Candel Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 14th day of June, 2023 by and between Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.A. (as successor to Silicon Valley Bank)) (“Bank”) and CANDEL THERAPEUTICS, INC., a Delaware corporation (“Borrower”), whose address is 117 Kendrick St, Suite 450, Needham, MA 02494.
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Investors’ Rights Agreement • June 25th, 2021 • Candel Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 19th day of March 2019, by and among Advantagene, Inc., a Delaware corporation (the “Company”) and each of the new investors listed on Schedule A hereto, each of which is referred to in this Agreement as a “New Investor” and each of the Existing Investors (as defined below). Collectively, the New Investors and Existing Investors shall be referred to herein as the “Investors”.
MASTER PRODUCTION SERVICES AGREEMENTMaster Production Services Agreement • March 30th, 2023 • Candel Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS MASTER PRODUCTION SERVICES AGREEMENT, entered into and effective November 3, 2022 (the “Effective Date”), is by and between SAFC CARLSBAD, INC., a California corporation located at 6211 El Camino Real, Carlsbad, CA 92009 (“PROVIDER”), and Candel Therapeutics, Inc., a Delaware corporation located at 117 Kendrick St., Suite 450, Needham, MA 02494 (“CLIENT”). PROVIDER and CLIENT may be referred to individually as “party” and collectively as “parties”.
AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 10th, 2023 • Candel Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (this “Amendment”) dated as of June 7, 2023 (the “Effective Date”) is entered into by and among Candel Therapeutics, Inc., a Delaware corporation f/k/a Advantagene, Inc. (“Candel”), having a place of business at 117 Kendrick Street, Suite 450, Needham, MA 02494, PeriphaGen, Inc, a Delaware corporation (“PeriphaGen”), having a place of business at 2403 Sidney Street, Suite 255, Pittsburgh, PA 15203, and PeriphaGen Holdings, Inc., a Delaware corporation (“Holdings”), having a place of business at 2403 Sidney Street, Suite 255, Pittsburgh, PA 15203.
EMPLOYMENT AGREEEMENTEmployment Agreement • March 29th, 2022 • Candel Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is made between Candel Therapeutics, Inc., a Delaware corporation (the “Company”), and Francesca Barone, M.D., Ph.D. (the “Executive”) and is made effective as of February 3, 2022 (the “Effective Date”).
ADVANTAGENE, INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • July 16th, 2021 • Candel Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS CERTIFIES THAT, for value received, PBM ADV HOLDINGS, LLC, or its assigns (the “Holder”), is entitled to subscribe for and purchase from ADVANTAGENE, INC., a Delaware corporation (the “Company”), that number of shares of the Company’s Common Stock, $0.01 par value (the “Common Stock”) as is equal to the Warrant Number (as hereinafter defined) at an exercise price of $2.7696 per share, as subject to adjustment as provided herein (the “Exercise Price”). This Warrant to Purchase Common Stock (“Warrant”) is being purchased pursuant to the terms of that certain Series B Preferred Stock Purchase Agreement, dated , 2018, among the Company, the Holder and the other parties thereto (the “Purchase Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Purchase Agreement.
LEASE OF PREMISES AT 117 KENDRICK STREET, NEEDHAM, MASSACHUSETTS FROM 117 KENDRICK DE, LLC TO ADVANTAGENE, INC. D/B/A CANDEL THERAPEUTICSLease Agreement • July 16th, 2021 • Candel Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS LEASE (this “Lease”), made as of the 4th day of February, 2019, between 117 Kendrick DE, LLC, a Delaware limited liability company, and Advantagene, Inc., a Delaware corporation, d/b/a Candel Therapeutics, is as follows.
CONSULTING AGREEMENTConsulting Agreement • March 28th, 2024 • Candel Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS CONSULTING AGREEMENT, dated as of this January 12, 2024 (this “Agreement”), is by and between Jason A. Amello (“Consultant”) and Candel Therapeutics, Inc., with principal executive offices at 117 Kendrick Street, Suite 450, Needham, MA 02494 (the “Company”).
