AMENDED AND RESTATED WARRANT TO PURCHASE STOCKPurchase Stock • March 30th, 2022 • Alaunos Therapeutics, Inc. • Pharmaceutical preparations • California
This AMENDED AND RESTATED WARRANT TO PURCHASE STOCK (as amended and in effect from time to time, this “Warrant”) is issued as of the issue date set forth on Schedule I hereto (the “Issue Date”) by the company set forth on Schedule I hereto (the “Company”) to in connection with that certain Loan and Security Agreement dated as of August 6, 2021 between them (as amended and/or modified and in effect from time to time, including without limitation by that certain First Amendment to Loan and Security Agreement of even date herewith, the “Loan Agreement”). This Warrant amends, restates and replaces that certain Warrant to Purchase Stock issued by Ziopharm Oncology, Inc., a Delaware corporation to (the “Original Warrant”) on August 6, 2021. The parties agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2022 • Alaunos Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
EMPLOYMENT AGREEMENT (the “Agreement”), dated as of September 30, 2020 (the “Effective Date”), by and between ZIOPHARM Oncology, Inc., a Delaware corporation, with principal offices at One First Avenue, Parris Building, #34 Navy Yard Plaza, Boston, Massachusetts 02129 (the “Company”), and Raffaele Baffa, M.D., Ph.D., presently residing at 28 Cliff Rd, Wellesley, MA 02481 (the “Employee”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE ALAUNOS THERAPEUTICS, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) IS CUSTOMARILY AND ACTUALLY TREATED AS PRIVATE. PUBLIC HEALTH...Agreement • March 30th, 2022 • Alaunos Therapeutics, Inc. • Pharmaceutical preparations
This is the fifth amendment (“Fifth Amendment”) of the agreement by and between the IC and Licensee having an effective date of May 28, 2019 and having IC Reference Number L-190-2019-0 (“Agreement”). This Fifth Amendment, having IC Reference Number L-190-2019-5 includes, in addition to the amendments made below, 1) a Signature Page, 2) Attachment 1 (Royalty Payment Information), and 3) Appendix A - Patent(s) or Patent Application(s).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2022 • Alaunos Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”), dated as of November 23, 2020 (the “Effective Date”), by and between ZIOPHARM Oncology, Inc., a Delaware corporation (the “Company”), and Jill Buck (the “Employee”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Employment Agreement (as defined below).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2022 • Alaunos Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”), dated as of November 23, 2020 (the “Effective Date”), by and between ZIOPHARM Oncology, Inc., a Delaware corporation (the “Company”), and Eleanor De Groot (the “Employee”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Employment Agreement (as defined below).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE ALAUNOS THERAPEUTICS, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) IS CUSTOMARILY AND ACTUALLY TREATED AS PRIVATE. PUBLIC HEALTH...Agreement • March 30th, 2022 • Alaunos Therapeutics, Inc. • Pharmaceutical preparations
This is the fourth amendment (“Fourth Amendment”) of the agreement by and between the IC and Licensee having an effective date of May 28, 2019 and having IC Reference Number L-190-2019-0 (“Agreement”). This Fourth Amendment, having IC Reference Number L-190-2019-4 includes, in addition to the amendments made below, 1) a Signature Page, 2) Attachment 1 (Royalty Payment Information), and 3) Appendix A - Patent(s) or Patent Application(s).
March 28, 2022 By Email Raffaele Baffa, M.D., Ph.D. Wellesley, MA 02481 Dear Raffaele:Letter Agreement • March 30th, 2022 • Alaunos Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This letter agreement (“Agreement”) confirms the terms of your separation from Alaunos Therapeutics, Inc., f/k/a ZIOPHARM Oncology, Inc. (“Alaunos” or the “Company”).1 Unless you rescind your assent as set forth in Section 5(viii) below, this Agreement shall be effective, final and binding upon the expiration of the Revocation Period set forth in Section 5(viii) (the “Effective Date”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 30th, 2022 • Alaunos Therapeutics, Inc. • Pharmaceutical preparations
This FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of December 28, 2021, by and among (a) SILICON VALLEY BANK, a California corporation (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SVB, as a lender, (c) SVB INNOVATION CREDIT FUND VIII, L.P., a Delaware limited partnership (“SVB Capital”), as a lender (SVB and SVB Capital and each of the other “Lenders” from time to time a party hereto are referred to herein collectively as the “Lenders” and each individually as a “Lender”), and (d) ZIOPHARM ONCOLOGY, INC., a Delaware corporation (“Borrower”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE ALAUNOS THERAPEUTICS, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) IS CUSTOMARILY AND ACTUALLY TREATED AS PRIVATE. PUBLIC HEALTH...Agreement • March 30th, 2022 • Alaunos Therapeutics, Inc. • Pharmaceutical preparations
This is the third amendment (“Third Amendment”) of the agreement by and between the IC and Licensee having an effective date of May 28, 2019 and having IC Reference Number L-190-2019-0 (“Agreement”). This Third Amendment, having IC Reference Number L-190-2019-3 includes, in addition to the amendments made below, 1) a Signature Page, and 2) Attachment 1 (Royalty Payment Information).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2022 • Alaunos Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”), dated as of November 23, 2020 (the “Effective Date”), by and between ZIOPHARM Oncology, Inc., a Delaware corporation (the “Company”), and Raffaele Baffa, M.D., Ph.D. (the “Employee”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Employment Agreement (as defined below).
Amendment #3 Cooperative Research and Development Agreement # 03111Alaunos Therapeutics, Inc. • March 30th, 2022 • Pharmaceutical preparations
