INDEMNIFICATION AGREEMENTIndemnification Agreement • September 21st, 2017 • Cue Biopharma, Inc. • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of __________ between Imagen Biopharma, Inc., a Delaware corporation (the “Company”), and ________________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENT FOR INVESTORSRegistration Rights Agreement • September 21st, 2017 • Cue Biopharma, Inc. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June 15 , 2015, by and among Imagen Biopharma, Inc., a Delaware corporation (“Company”), and the persons listed on Schedule A hereto and MDB Capital Group LLC for itself and for its affiliates, referred to individually as the “Holder” and collectively as the “Holders”.
Cue Biopharma, Inc. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 21st, 2017 • Cue Biopharma, Inc. • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December ___, 2016, is made and entered into by and between Cue Biopharma, Inc., a Delaware corporation (formerly Imagen Biopharma, Inc.) with its principal executive offices located at 675 W. Kendall St., Cambridge, MA 02142 (the “Company”), and each of the purchasers listed on Schedule A hereto (the “Purchasers”).
Re: Engagement AgreementEngagement Agreement • September 21st, 2017 • Cue Biopharma, Inc. • California
This letter agreement (the “Agreement”) confirms the terms and conditions that will govern ImaGen Biopharma, Inc. (together with its affiliates, subsidiaries, predecessors, and successors, the “Company”) engagement (the “Engagement”) of MDB Capital Group, LLC (together with its affiliates, “MDB”) as the Company’s exclusive financial advisor and placement agent in connection with an offering or series of offerings of Company securities.
Real Estate License AgreementReal Estate License Agreement • September 21st, 2017 • Cue Biopharma, Inc. • Massachusetts
This License Agreement, made July 29, 2015 (“Agreement”) is by and between Imagen Biopharma, Inc., a Delaware corporation having a place of business located at Mass Innovation Labs, c/o Imagen Biopharma, 675 West Kendall Street, Cambridge, MA 02142 (“Licensee”) and Mass Innovation Labs, LLC, a Delaware limited liability company, having a place of business located at 675 West Kendall Street, Cambridge, MA 02142 (“Licensor”).
IMAGEN BIOPHARMA, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 21st, 2017 • Cue Biopharma, Inc. • Massachusetts
This Employment Agreement (the “Agreement”) is made and entered into by and between Ronald D. Seidel, an individual, (“Executive”) and Imagen Biopharma, Inc., a Delaware corporation (the “Company”), to be effective as of the closing date of a private placement of the Company’s securities resulting in gross proceeds of no less than $5,000,000 and occurring no later than June 30, 2015, which may be extended by the Company for an additional ninety (90) days (the “Effective Date”).
JOINDER AND AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 21st, 2017 • Cue Biopharma, Inc.
THIS JOINDER AND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Joinder”) is made and entered into as of December ___, 2016, by and among Cue Biopharma, Inc., a Delaware corporation (the “Company”), and the other parties signatory hereto (collectively, the “2016 Investors”).
IMAGEN BIOPHARMA, INC. EMPLOYMENT AGREEMENTEmployment Agreement • September 21st, 2017 • Cue Biopharma, Inc. • Delaware
This Employment Agreement (“Agreement”), dated as of August 29, 2016 (the “Effective Date”), is made by and between Imagen Biopharma, Inc., a Delaware corporation (“Imagen”) and Daniel Passeri (“Executive,” and together with Imagen, the “Parties”).
Second Amendment to Real Estate License AgreementReal Estate License Agreement • September 21st, 2017 • Cue Biopharma, Inc.
This Second Amendment to Real Estate License Agreement, dated June 28, 2017 (this "Second Amendment"), is entered into by and between Cue Biopharma, Inc. (f/k/a Imagen Biopharma, Inc.), a Delaware corporation ("Licensee"), and Mass Innovation Labs, LLC, a Delaware limited liability company ("Licensor").
Amendment to Real Estate License AgreementReal Estate License Agreement • September 21st, 2017 • Cue Biopharma, Inc.
This Amendment to Real Estate License Agreement, dated November 14, 2016 (this “Amendment”), is entered into by and between Cue Biopharma, Inc. (f/k/a Imagen Biopharma, Inc.), a Delaware corporation (“Licensee”) and Mass Innovation Labs, LLC, a Delaware limited liability company (“Licensor”).
IMAGEN BIOPHARMA, INC. Warrant To Purchase Common StockSecurities Agreement • September 21st, 2017 • Cue Biopharma, Inc. • New York
Imagen Biopharma, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, MDB Capital Group, LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant (including any Warrants to purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or from time to time on or after the date hereof (the “Vesting Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below in Section 17), such number of fully paid and non-assessable shares of Common Stock (the “Warrant Shares”) as set forth herein in Section 1(c), subject to adjustment as herein provided. Except as otherwise defined herein, capitalized terms in this Warrant shall have the
