LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 2nd, 2017 • Exicure, Inc. • Blank checks • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of February 17, 2016 and is entered into by and among EXICURE, INC., a Delaware corporation (hereinafter referred to as the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”) and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent for itself and the Lender (in such capacity, the “Agent”).
ContractWarrant Agreement • October 2nd, 2017 • Exicure, Inc. • Blank checks • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER SUCH ACT.
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • October 2nd, 2017 • Exicure, Inc. • Blank checks • New York
This Subscription Agreement (this “Agreement”) has been executed by the purchaser set forth on the signature page hereof (the “Purchaser”) in connection with the private placement offering (the “Offering”) by Max-1 Acquisition Corporation (to be renamed “Exicure, Inc.” upon consummation of the Merger (as defined below)), a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among MAX-1 ACQUISITION CORPORATION, a Delaware corporation, MAX-1 ACQUISITION SUB, INC., a Delaware corporation, and EXICURE, INC., a Delaware corporation September 26, 2017Merger Agreement • October 2nd, 2017 • Exicure, Inc. • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of September 26, 2017, by and among MAX-1 ACQUISITION CORPORATION, a Delaware corporation (the “Parent”), MAX-1 ACQUISITION SUB, INC., a Delaware corporation (the “Acquisition Subsidiary”), and EXICURE, INC., a Delaware corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • October 2nd, 2017 • Exicure, Inc. • Blank checks • Illinois
THIS EMPLOYMENT AGREEMENT (the “Agreement”) between Exicure, Inc., a Delaware corporation (the “Company”), and David A. Giljohann, Ph.D. (the “Executive”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”), is entered into as of February 2, 2016.
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 2nd, 2017 • Exicure, Inc. • Blank checks • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of , among Max-1 Acquisition Corporation (to be renamed Exicure, Inc.), a Delaware corporation (the “Company”), the persons who have purchased the Offering Shares and have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”), the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (collectively, the “Brokers”), the persons or entities identified on Schedule 2 hereto holding Merger Shares and the persons or entities identified on Schedule 3 hereto holding Registrable Pre-Merger Shares. Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the Subscription Agreement.
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • October 2nd, 2017 • Exicure, Inc. • Blank checks • Delaware
This Indemnity Agreement (the “Agreement”), dated as of [●], 2017, is entered into by and among Max-1 Acquisition Corporation, a Delaware corporation (the “Parent”), Exicure, Inc., a Delaware corporation (“Exicure” and together with the Parent, the “Companies”), and [●] (the “Indemnitee”).
EXICURE, INC. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • October 2nd, 2017 • Exicure, Inc. • Blank checks • Delaware
This Indemnification Agreement (“Agreement”) is made as of [●] by and between Exicure, Inc., a Delaware corporation (the “Company”), and [●] an individual (“Indemnitee”).
LEASE Illinois Science + Technology Park Skokie, Illinois LANDLORD FC SKOKIE SPE, LLC TENANT AURASENSE THERAPEUTICS, LLC Dated: February 13, 2012Lease • October 2nd, 2017 • Exicure, Inc. • Blank checks • Illinois
This Lease (this “Lease”) is entered into this 13th day of February, 2012 by and between FC Skokie SPE, LLC, a Delaware limited liability company (the “Landlord”) and AuraSense Therapeutics, LLC, a Delaware limited liability company (the “Tenant”).
Second Amendment to LeaseLease • October 2nd, 2017 • Exicure, Inc. • Blank checks
This Second Amendment to Lease (“Amendment”) is by and between FC Skokie PQ, LLC, a Delaware limited liability company (“Landlord”), and Exicure, Inc., a Delaware corporation (formerly known as AuraSense Therapeutics, LLC) (“Tenant”) and is executed as of the 26th day of May, 2016.
HAND DELIVERED March 12, 2012 Mr. Perry Van Crocker, Jr. AuraSense Therapeutics, LLC Vice President Commercial DevelopmentLease Agreement • October 2nd, 2017 • Exicure, Inc. • Blank checks
CONSULTING AGREEMENT AuraSense Therapeutics, LLCConsulting Agreement • October 2nd, 2017 • Exicure, Inc. • Blank checks • Delaware
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into effective as of the first day of October, 2011, by and between AuraSense Therapeutics, LLC, a Delaware Limited Liability Company (the “Company”), located at 1801 Maple Avenue, Suite 4301, Evanston, IL 60201, and Chad A. Mirkin, Ph.D. (“Consultant”), an individual residing at .
Exicure, Inc. 8045 Lamon Avenue, Suite 410 Skokie, IL 60077 (847) 673-1700Employment Agreement • October 2nd, 2017 • Exicure, Inc. • Blank checks • Illinois
This letter will confirm our agreement with respect to the terms of your employment by Exicure, Inc. (the “Company”). We have agreed as follows:
FIRST AMENDMENT TO OFFER LETTEROffer Letter • October 2nd, 2017 • Exicure, Inc. • Blank checks • Delaware
THIS FIRST AMENDMENT TO OFFER LETTER (the “Amendment”) is made and entered into, effective as of January 8, 2016 (the “Effective Date”), by and between EXICURE, INC. a Delaware corporation (the “Company”), and DR. EKAMBARESWARA RAO KANDIMALLA (“Employee”), with reference to the following facts:
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 2nd, 2017 • Exicure, Inc. • Blank checks • California
This Amendment No. l to Loan and Security Agreement (this “Amendment”) is entered into this 10th day of October, 2016 by and among (a) HERCULES CAPITAL, INC. (f/k/a Hercules Technology Growth Capital, Inc.), a Maryland corporation, in its capacity as administrative agent for itself and the Lender (as defined herein) (in such capacity, the “Agent”); (b) the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (as defined below) (collectively, referred to as the “Lender”); and (c) EXICURE, INC., a Delaware corporation (“Borrower”).
First Amendment to LeaseLease • October 2nd, 2017 • Exicure, Inc. • Blank checks
This First Amendment to Lease (“Amendment”) is by and between FC Skokie PQ, LLC, a Delaware limited liability company (“Landlord”), and AuraSense Therapeutics, LLC, a Delaware corporation (“Tenant”) and is executed as of the 31st day of March, 2014.
Form of Amended and Restated Board Member Service AgreementBoard Member Service Agreement • October 2nd, 2017 • Exicure, Inc. • Blank checks
This Amended and Restated Board Member Service Agreement (this “Agreement”) is entered into as of [ ], 2015 between Exicure, Inc., a Delaware corporation (the “Company”), and [ ] (the “Board Member”) and amends and restates in its entirety that certain Board Member Services Agreement between the Company and the Board Member with an effective date of [ ].
