0001144204-16-081280 Sample Contracts

PhaseRx, Inc.
Stock Option Agreement • February 12th, 2016 • Phaserx, Inc. • Pharmaceutical preparations • Washington

Unless otherwise defined herein, the terms defined in the 2006 Stock Plan shall have the same defined meanings in this Stock Option Agreement.

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PHASERX, INC. CONSULTING AGREEMENT
Consulting Agreement • February 12th, 2016 • Phaserx, Inc. • Pharmaceutical preparations

This Consulting Agreement (“Agreement”) is entered into as of November 1, 2010 (the “Effective Date”) between PhaseRx, Inc., a Delaware corporation having a place of business at 410 West Harrison Street, Seattle, WA 98119 (“Company”) and John A. Schmidt, Jr., M.D. LLC having a place of business at 709 7th Ave, Belmar, NJ 07719 (“Consultant”). Company desires to retain Consultant to perform certain consulting activities as described below, and Consultant desires to serve as a consultant to Company and perform such activities under the terms of this Agreement.

AMENDMENT TO AMENDED AND RESTATED CONSULTING AGREEMENT
Consulting Agreement • February 12th, 2016 • Phaserx, Inc. • Pharmaceutical preparations

This Amendment to the Consulting Agreement (the “First Amendment”) is entered into between PhaseRx Inc., a Delaware corporation having a place of business at 410 West Harrison Street, Seattle, WA 98119 (“Company”) corporation (“Company”) and Paul H. Johnson, PhD, having a place of business at 12020 211th Place SE, Snohomish, WA 98296 (Consultant”).

RE: Amendment to Employment Offer Letter Agreement
Phaserx, Inc. • February 12th, 2016 • Pharmaceutical preparations

Reference is made in this letter (this “Letter”) to the employment offer letter agreement entered into by you and PhaseRx Inc., a Delaware corporation (the “Company”), dated as of December 17, 2013 (the “Agreement”).

FIRST AMENDMENT TO LEASE
Lease • February 12th, 2016 • Phaserx, Inc. • Pharmaceutical preparations

THIS FIRST AMENDMENT TO LEASE (this "First Amendment") is made as of October 1, 2014, by and between ARE-SEATTLE NO. 10, LLC, a Delaware limited liability company ("Landlord"), and PHASERX INC., a Delaware corporation ("Tenant").

SECOND AMENDMENT TO LEASE
Lease • February 12th, 2016 • Phaserx, Inc. • Pharmaceutical preparations

THIS SECOND AMENDMENT TO LEASE (this "Second Amendment") is made as of April 4, 2011, by and between ARE-SEATTLE NO. 10, LLC, a Delaware limited liability company ("Landlord"), and PHASERX INC., a Delaware corporation ("Tenant").

Contract
Phaserx, Inc. • February 12th, 2016 • Pharmaceutical preparations • England

THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.

August 17, 2009 PhaseRx, Inc. Seattle WA 98103 Robert W. Overell, Ph.D. Shoreline, WA 98177 Dear Bob:
Restricted Stock Purchase Agreement • February 12th, 2016 • Phaserx, Inc. • Pharmaceutical preparations • Washington

We are delighted to extend to you an offer to amend the existing terms of your employment with PhaseRx, Inc. (the “Company”). If accepted, the following terms shall constitute your amended and restated employment offer letter agreement with the Company (the “Agreement”) and shall amend and restate the terms of your employment offer letter agreement dated as of February 21, 2008.

Contract
Patent License Agreement • February 12th, 2016 • Phaserx, Inc. • Pharmaceutical preparations • Washington

THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.

AMENDMENT TO AMENDED AND RESTATED CONSULTING AGREEMENT
Consulting Agreement • February 12th, 2016 • Phaserx, Inc. • Pharmaceutical preparations

This Amendment to the Consulting Agreement (the “First Amendment”) is entered into between PhaseRx Inc., a Delaware corporation having a place of business at 410 West Harrison Street, Seattle, WA 98119 (“Company”) corporation (“Company”) and John A. Schmidt, Jr., M.D. LLC having a place of business at 709 7th Ave., Belmar, NJ 07719 Consultant”).

LOAN AND SECURITY AGREEMENT dated as of December 21, 2015 among PhaseRx, Inc. as Borrower, and the financial institutions and individuals listed on Annex A, as Lenders and Titan Multi-Strategy Fund I, LTD., as Security Agent
Loan and Security Agreement • February 12th, 2016 • Phaserx, Inc. • Pharmaceutical preparations • New York

This LOAN AND SECURITY AGREEMENT dated as of December 21, 2015, among PhaseRx, Inc., a Delaware corporation (“Borrower”) and the financial institutions and individuals listed on Annex A (collectively, the “Lenders” and each a, “Lender”).

AMENDMENT NO. 3 TO CONSULTING AGREEMENT
Consulting Agreement • February 12th, 2016 • Phaserx, Inc. • Pharmaceutical preparations

This Amendment No. 3 to Consulting Agreement (this “Amendment”), dated February 10, 2016, is entered into between PhaseRx, Inc., a Delaware corporation having a place of business at 410 West Harrison Street, Seattle, WA 98119 (the “Company”) and John A. Schmidt, Jr., M.D. LLC, having a place of business at 709 7th Ave., Belmar, NJ 07719 (the “Consultant”).

SECOND AMENDMENT TO LEASE
Lease • February 12th, 2016 • Phaserx, Inc. • Pharmaceutical preparations

THIS SECOND AMENDMENT TO LEASE (this "Second Amendment") is made as of May 21, 2015, by and between ARE-SEATTLE NO. 10, LLC, a Delaware limited liability company ("Landlord"), and PHASERX INC., a Delaware corporation ("Tenant").

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