No. PAW – 6 WARRANT TO PURCHASE 28,350 SHARES OF SERIES A PREFERRED STOCKFive Prime Therapeutics Inc • June 14th, 2013 • Pharmaceutical preparations • Delaware
THIS CERTIFIES THAT, for value received, General Electric Capital Corporation (“Holder”) is entitled to subscribe for and purchase Twenty-Eight Thousand Three Hundred Fifty (28,350) shares of the fully paid and nonassessable Series A Preferred Stock (the “Shares” or the “Preferred Stock”) of Five Prime Therapeutics, Inc., a Delaware corporation (the “Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Series A Preferred Stock” shall mean the Company’s presently authorized Series A Preferred Stock and any stock into which such Series A Preferred Stock may hereafter be converted or exchanged.
FIVE PRIME THERAPEUTICS, INC. STOCK OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Stock Option Agreement • June 14th, 2013 • Five Prime Therapeutics Inc • Pharmaceutical preparations
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, Five Prime Therapeutics, Inc. (the “Company”) has granted you an option under its 2002 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
Landlord: Britannia Biotech Gateway Limited Partnership Tenant: Five Prime Therapeutics, Inc. Date: March 22, 2010 1. PROPERTY 1 1.1 Lease of Premises 1 1.2 Landlord’s Reserved Rights 2 1.3 Expansion Option 3 1.4 First Offer Right 4 2. TERM; CONDITION...Lease • June 14th, 2013 • Five Prime Therapeutics Inc • Pharmaceutical preparations • California
THIS LEASE (“Lease”) is made and entered into as of March 22, 2010 (the “Lease Commencement Date”), by and between Britannia Biotech Gateway Limited Partnership, a Delaware limited partnership (“Landlord”), and Five Prime Therapeutics, Inc., a Delaware corporation (“Tenant”), with reference to the following Recitals:
EXECUTIVE SEVERANCE BENEFITS AGREEMENTExecutive Severance Benefits Agreement • June 14th, 2013 • Five Prime Therapeutics Inc • Pharmaceutical preparations • California
release the Company from its obligation to indemnify me pursuant to the Company’s indemnification obligation pursuant to written agreement or applicable law.
FIVE PRIME THERAPEUTICS, INC.Incentive Stock Option Agreement • June 14th, 2013 • Five Prime Therapeutics Inc • Pharmaceutical preparations
Five Prime Therapeutics, Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, par value $0.001 per share (the “Option”), to the optionee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”), and in the Company’s 2013 Omnibus Incentive Plan (as amended from time to time, the “Plan”).
SUBLEASESublease • June 14th, 2013 • Five Prime Therapeutics Inc • Pharmaceutical preparations • California
Contract2007 Executive Severance Benefits Agreement • June 14th, 2013 • Five Prime Therapeutics Inc • Pharmaceutical preparations • California
This EXECUTIVE SEVERANCE BENEFITS AGREEMENT (the “Agreement”) is entered into as of the 19th day of April, 2007 (the “Effective Date”), between LEWIS T (“RUSTY”) WILLIAMS (“Executive”) and FIVE PRIME THERAPEUTICS, INC. (the “Company”). This Agreement is intended to provide Executive with certain compensation and benefits in the event that Executive is subject to certain qualifying terminations of employment. Certain capitalized terms used in this Agreement are defined in Article 6.
Amendment No. 1 to the Executive Severance Benefits AgreementExecutive Severance Benefits Agreement • June 14th, 2013 • Five Prime Therapeutics Inc • Pharmaceutical preparations
This Amendment No. 1 to the Executive Severance Benefits Agreement (this “Amendment”), effective May 8, 2013 (the “Amendment Effective Date”), is made and entered into by and between Five Prime Therapeutics, Inc., a Delaware corporation (“FivePrime”), and Francis Sarena, an individual (“Executive”).
Five Prime Therapeutics, Inc. WARRANT TO PURCHASE SERIES A PREFERRED STOCKFive Prime Therapeutics Inc • June 14th, 2013 • Pharmaceutical preparations • California
This certifies that, for value received, , with an office at , or assigns (“Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from Five Prime Therapeutics, Inc., a Delaware corporation, with its principal office at Two Corporate Drive, South San Francisco, California 94080 (the “Company”) up to ( ) shares of Series A Preferred Stock of the Company (the “Series A Stock”), as provided herein.
Seventh Amended and Restated Investor Rights AgreementInvestor Rights Agreement • June 14th, 2013 • Five Prime Therapeutics Inc • Pharmaceutical preparations • California
Amendment No. 1 to the Executive Severance Benefits AgreementExecutive Severance Benefits Agreement • June 14th, 2013 • Five Prime Therapeutics Inc • Pharmaceutical preparations
This Amendment No. 1 to the Executive Severance Benefits Agreement (this “Amendment”), effective December 5, 2012 (the “Amendment Effective Date”), is made and entered into by and between Five Prime Therapeutics, Inc., a Delaware corporation (“FivePrime”), and Aron Knickerbocker, an individual (“Executive”).
Option Agreement (Incentive Stock Option or Nonstatutory Stock Option) Five Prime Therapeutics, Inc.Option Agreement • June 14th, 2013 • Five Prime Therapeutics Inc • Pharmaceutical preparations
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Five Prime Therapeutics, Inc. (“FivePrime”) has granted you an Option under its 2010 Equity Incentive Plan (the “Plan”) to purchase the number of shares of Common Stock of FivePrime indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Capitalized terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
