REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2021 • Social Capital Suvretta Holdings Corp. III • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 29, 2021, is made and entered into by and among Social Capital Suvretta Holdings Corp. III, a Cayman Islands exempted company (the “Company”), and SCS Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”), and any other parties listed on the signature pages hereto (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
22,000,000 Shares Social Capital Suvretta Holdings Corp. III UNDERWRITING AGREEMENTUnderwriting Agreement • July 2nd, 2021 • Social Capital Suvretta Holdings Corp. III • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 2nd, 2021 • Social Capital Suvretta Holdings Corp. III • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Social Capital Suvretta Holdings Corp. III (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
42,744,220 Class A Ordinary Shares ProKidney Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • June 13th, 2024 • Prokidney Corp. • Biological products, (no disgnostic substances) • New York
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • January 19th, 2024 • Prokidney Corp. • Biological products, (no disgnostic substances) • New York
INDEMNITY AGREEMENTIndemnification Agreement • September 24th, 2021 • Social Capital Suvretta Holdings Corp. III • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September 24, 2021, by and between Social Capital Suvretta Holdings Corp. III, a Cayman Islands exempted company (the “Company”), and Uma Sinha (“Indemnitee”).
Social Capital Suvretta Holdings Corp. III Henderson, NV 89052 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • July 2nd, 2021 • Social Capital Suvretta Holdings Corp. III • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Social Capital Suvretta Holdings Corp. III, a Cayman Islands exempted company (the “Company”), and Morgan Stanley & Co. LLC, as the representative of the underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 25,300,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) (including up to 3,300,000 Ordinary Shares that may be purchased to cover over-allotments, if any). The Ordinary Shares shall be sold in the Public Offering pursuant to a registration statement on Form S-1 (File No. 333-256725) and a prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph
SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. III DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENTDirector Restricted Stock Unit Award Agreement • September 24th, 2021 • Social Capital Suvretta Holdings Corp. III • Blank checks • Delaware
This Director Restricted Stock Unit Award Agreement (this “RSU Award Agreement”), dated as of September 24, 2021 (the “Grant Date”), is made by and between Social Capital Suvretta Holdings Corp. III, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), and Uma Sinha (the “Participant”). The terms of this RSU Award Agreement shall be governed by the terms of the omnibus equity incentive plan to be adopted by the Company and submitted for approval by the Company’s shareholders in connection with the Company’s initial Business Combination (as defined below) (the “Plan”). Certain capitalized terms used herein and not otherwise defined are defined in Section 6.
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • July 2nd, 2021 • Social Capital Suvretta Holdings Corp. III • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of June 29, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Social Capital Suvretta Holdings Corp. III, a Cayman Islands exempted company (the “Company”), and SCS Sponsor III LLC, a Cayman Islands limited liability company (the “Purchaser”).
Social Capital Suvretta Holdings Corp. III Henderson, NV 89052Director Appointment Agreement • September 24th, 2021 • Social Capital Suvretta Holdings Corp. III • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in connection with your appointment to the board of directors of Social Capital Suvretta Holdings Corp. III, a Cayman Islands exempted company (the “Company”). Reference is made to the Company’s initial public offering (the “Public Offering”) of 25,000,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”). The Ordinary Shares were sold in the Public Offering pursuant to registration statements on Form S-1 (File Nos. 333-256725 and 333-257545) and a prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. IIISecurities Subscription Agreement • June 2nd, 2021 • Social Capital Suvretta Holdings Corp. III • Blank checks • New York
Pursuant to that certain securities subscription agreement, dated as of March 2, 2021 (the “Original Agreement”), by and between Social Capital Suvretta Holdings Corp. III, a Cayman Islands exempted company (the “Company”), and SCS Sponsor III LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), you subscribed for and purchased from the Company 5,750,000 Class B ordinary shares of the Company (the “Shares”), of US$0.0001 par value per share (the “Class B Shares”), up to 750,000 of which are subject to forfeiture if the underwriter of the Company’s initial public offering of its securities (“IPO”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber now desire to amend and restate the Original Agreement in its entirety as set forth herein.
December 3, 2022 James Coulston Kernersville, NC 27284 Dear James:Employment Agreement • March 28th, 2023 • Prokidney Corp. • Biological products, (no disgnostic substances) • Delaware
Social Capital Suvretta Holdings Corp. IIIAdministrative Services Agreement • June 2nd, 2021 • Social Capital Suvretta Holdings Corp. III • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between Social Capital Suvretta Holdings Corp. III (the “Company”) and Social + Capital Partnership, L.L.C. (the “Provider”), dated as of the date hereof, confirms our agreement that, commencing on the date on which the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333- ) filed with the U.S. Securities and Exchange Commission on , 2021, as it may be amended from time to time) (such earlier date hereinafter referred to as the “Termination Date”), the Provider, an affiliate of our sponsor, SCS Sponsor III LLC, shall make available to the Company, at 2850 W. Horizon Ridge Parkway, Suite 200, Henderson, NV 89052 (or any successor location or other existing office location
Social Capital Suvretta Holdings Corp. IIIAdministrative Services Agreement • July 2nd, 2021 • Social Capital Suvretta Holdings Corp. III • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between Social Capital Suvretta Holdings Corp. III (the “Company”) and Social + Capital Partnership, L.L.C. (the “Provider”), dated as of the date hereof, confirms our agreement that, commencing on the date on which the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-256725) filed with the U.S. Securities and Exchange Commission on June 2, 2021, as it may be amended from time to time) (such earlier date hereinafter referred to as the “Termination Date”), the Provider, an affiliate of our sponsor, SCS Sponsor III LLC, shall make available to the Company, at 2850 W. Horizon Ridge Parkway, Suite 200, Henderson, NV 89052 (or any successor location or other existing offi
SUBSCRIPTION AGREEMENTSubscription Agreement • January 21st, 2022 • Social Capital Suvretta Holdings Corp. III • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on January 18, 2022, by and between Social Capital Suvretta Holdings Corp. III, a Cayman Islands exempted company (“SCS”), and the undersigned subscriber (the “Investor”).
ProKidney, llc SEPARATION AGREEMENT AND RELEASESeparation Agreement • March 18th, 2024 • Prokidney Corp. • Biological products, (no disgnostic substances) • North Carolina
This Separation Agreement and Release (this “Agreement”) dated as of March 13, 2024 is entered into by and between ProKidney, LLC, a Delaware limited liability company, (the "Company") and Timothy Bertram, Ph.D. (“Executive”).
March 25, 2024Employment Agreement • March 25th, 2024 • Prokidney Corp. • Biological products, (no disgnostic substances) • Delaware
CONSULTING SERVICES AGREEMENT by and between TWIN CITY BIO LLC as the Company And NEFRO HEALTH, as the Service Provider Dated effective as of January 1, 2020Consulting Services Agreement • March 28th, 2023 • Prokidney Corp. • Biological products, (no disgnostic substances) • New York
This consulting services agreement, dated effective as of January 1, 2020 (such agreement as amended, modified or waived from time to time, the “Agreement”), is entered into by and between Twin City Bio LLC, a Delaware limited liability company (the “Company”) and Nefro Health, an Irish partnership, as the service provider (together with its successors and assigns in such capacity, the “Service Provider”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 10th, 2023 • Prokidney Corp. • Biological products, (no disgnostic substances) • North Carolina
THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) is made and entered into by and between ProKidney Corp., a Cayman Islands exempted company (“Purchaser”) and 73 BCI 2 LLC, a North Carolina limited liability company (“Seller”).
PROKIDNEY CORP. NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (For Non-Employee Directors)Non-Qualified Stock Option Award Agreement • March 28th, 2023 • Prokidney Corp. • Biological products, (no disgnostic substances) • Delaware
This Non-Qualified Stock Option Award Agreement (“Agreement”) is entered into by and between ProKidney Corp. (the “Company”) and the non-employee director whose name appears below (the “Director”) in order to set forth the terms and conditions of Non-Qualified Stock Options (the “Options”) granted to the Director under the ProKidney Corp. 2022 Incentive Equity Plan (as may be amended and restated from time to time, the “Plan”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • January 21st, 2022 • Social Capital Suvretta Holdings Corp. III • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of January 18, 2022, by and among SCS Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor Holdco”), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), Social Capital Suvretta Holdings Corp. III, a Cayman Islands exempted company limited by shares (“Acquiror”), and ProKidney LP, a limited partnership organized pursuant to the laws of Ireland (the “Company”). Except as otherwise specified, capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENTAssignment and Assumption of Purchase and Sale Agreement • August 10th, 2023 • Prokidney Corp. • Biological products, (no disgnostic substances) • North Carolina
THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this "Assignment") is made and entered into as of the 17th day of July, 2023 and between PROKIDNEY CORP., a Cayman Islands exempted company ("Assignor"), and PROKIDNEY ACQUISITION COMPANY, LLC, a Delaware limited liability company ("Assignee").
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT FOR A LIMITED PARTNERSHIP CALLED PROKIDNEY LPLimited Partnership Agreement • March 22nd, 2024 • Prokidney Corp. • Biological products, (no disgnostic substances)
THIS AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT FOR A LIMITED PARTNERSHIP CALLED PROKIDNEY LP (this “Amendment”) is made and entered into as of Nov. 14 2023 by ProKidney Corp. GP Limited (the “General Partner”), in its capacity as sole general partner of the Partnership (as defined below) and as the duly appointed attorney of the other partners in the Partnership (other than ProKidney Corp. (f/k/a Social Capital Suvretta Holdings Corp. III) (“PubCo”)), and PubCo. Capitalized terms used herein without definition have the meanings ascribed to such terms in the Second A&R Partnership Agreement (as defined below).
COMPANY UNITHOLDER SUPPORT AGREEMENTCompany Unitholder Support Agreement • January 21st, 2022 • Social Capital Suvretta Holdings Corp. III • Blank checks • Delaware
This Company Unitholder Support Agreement (this “Agreement”) is dated as of January 18, 2022 by and among Social Capital Suvretta Holdings Corp. III, a Cayman Islands exempted company limited by shares (“Acquiror”), the Persons set forth on Schedule I hereto (each, a “Company Unitholder” and, collectively, the “Company Unitholders”), and ProKidney LP, a limited partnership organized under the laws of Ireland (the “Company”), acting through its general partner ProKidney GP Limited, a private limited company incorporated under the laws of Ireland (the “Legacy General Partner”). Except as otherwise specified, capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
PROKIDNEY CORP. INCENTIVE STOCK OPTION AWARD AGREEMENT (For Employees)Incentive Stock Option Award Agreement • March 28th, 2023 • Prokidney Corp. • Biological products, (no disgnostic substances) • Delaware
This Incentive Stock Option Award Agreement (“Agreement”) is entered into by and between ProKidney Corp. (the “Company”) and the employee whose name appears below (the “Participant”) in order to set forth the terms and conditions of Incentive Stock Options (the “Options”) granted to the Participant under the ProKidney Corp. 2022 Incentive Equity Plan (as may be amended and restated from time to time, the “Plan”).
PROKIDNEY CORP. INCENTIVE STOCK OPTION AWARD AGREEMENTIncentive Stock Option Award Agreement • March 28th, 2023 • Prokidney Corp. • Biological products, (no disgnostic substances) • Delaware
This Incentive Stock Option Award Agreement (“Agreement”) is entered into by and between ProKidney Corp. (the “Company”) and the employee whose name appears below (the “Participant”) in order to set forth the terms and conditions of Incentive Stock Options (the “Options”) granted to the Participant under the ProKidney Corp. 2022 Incentive Equity Plan (as may be amended and restated from time to time, the “Plan”).
ContractShare Purchase Agreement • June 13th, 2024 • Prokidney Corp. • Biological products, (no disgnostic substances)
Certain identified information has been excluded from this exhibit pursuant to Item 601(b)(10) of Regulation S-K because it is both not material and is the type of information that the Registrant treats as confidential. Information that was omitted has been noted with a placeholder identified by the mark “[***]”
