ContractWarrant Agreement • August 29th, 2018 • Sutro Biopharma Inc • Biological products, (no disgnostic substances) • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 29th, 2018 • Sutro Biopharma Inc • Biological products, (no disgnostic substances)
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of August 4, 2017 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and SUTRO BIOPHARMA, INC., a Delaware corporation with offices located at 310 Utah Street, Suite 150, South San Francisco, CA 94080 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
ContractWarrant Agreement • August 29th, 2018 • Sutro Biopharma Inc • Biological products, (no disgnostic substances) • California
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.
SUMMARY OF BASIC LEASE INFORMATIONLease • August 29th, 2018 • Sutro Biopharma Inc • Biological products, (no disgnostic substances) • California
SUTRO BIOPHARMA, INC. OMNIBUS AMENDMENT AGREEMENTOmnibus Amendment Agreement • August 29th, 2018 • Sutro Biopharma Inc • Biological products, (no disgnostic substances) • California
This Omnibus Amendment Agreement (this “Amendment”) is made and entered into as of July 26, 2018 by and among Sutro Biopharma, Inc., a Delaware corporation (the “Company”) and the persons and entities listed on the signature pages hereto, and amends (i) that certain Amended and Restated Voting Agreement dated as of May 24, 2018, by and among the Company and certain stockholders of the Company (the “Voting Agreement”), (ii) that certain Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of May 24, 2018, by and among the Company and certain stockholders of the Company (the “ROFR Agreement”), and (iii) that certain Amended and Restated Investors’ Rights Agreement, dated as of May 24, 2018 by and among the Company and certain stockholders of the Company (the “IRA”). Reference is made to that certain Amended and Restated Series E Preferred Stock Purchase Agreement, dated July 26, 2018, by and among the Company and the Purchasers party thereto (the “Purchase Agreemen
WARRANT TO PURCHASE SHARES OF PREFERRED STOCK of SUTRO BIOPHARMA, INC. Dated as of Void after the date specified in Section 8Warrant Agreement • August 29th, 2018 • Sutro Biopharma Inc • Biological products, (no disgnostic substances) • California
THIS CERTIFIES THAT, in consideration of the sum of ($ ) and for other value received, , or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Sutro Biopharma, Inc., a Delaware corporation (the “Company”), Shares (as defined below), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Note and Warrant Purchase Agreement, dated as of , by and among the Company and the purchasers described therein (the “Purchase Agreement”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • August 29th, 2018 • Sutro Biopharma Inc • Biological products, (no disgnostic substances) • Delaware
This COMMON STOCK PURCHASE AGREEMENT (“Agreement”) is made as of July 23rd, 2018 (the “Effective Date”), by and between SUTRO BIOPHARMA, INC., a Delaware corporation (the “Company”), and MERCK SHARP & DOHME CORP., a New Jersey corporation (the “Investor”).
SUTRO BIOPHARMA, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 29th, 2018 • Sutro Biopharma Inc • Biological products, (no disgnostic substances) • California
This Third Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of May 24, 2018, by and among Sutro Biopharma, Inc., a Delaware corporation (the “Company”), and each of the persons and entities who have purchased shares of Series A Preferred Stock (the “Series A Preferred”), Series B Preferred Stock (the “Series B Preferred”), Series C Preferred Stock (the “Series C Preferred”), Series C-2 Preferred Stock (the “Series C-2 Preferred”), Series D Preferred Stock (the “Series D Preferred”), Series D-2 Preferred Stock (the “Series D-2 Preferred”) and Series E Preferred Stock (the “Series E Preferred,” and, together with the Series A Preferred, Series B Preferred, Series C Preferred, Series C-2 Preferred, Series D Preferred and Series D-2 Preferred, the “Preferred Stock”) of the Company (individually, a “Purchaser,” and collectively, the “Purchasers”).
LICENSE AGREEMENT DATED AS OF SEPTEMBER 16, 2014 BY AND BETWEEN SUTRO BIOPHARMA INC. AND MERCK KGAALicense Agreement • August 29th, 2018 • Sutro Biopharma Inc • Biological products, (no disgnostic substances) • England and Wales
This License Agreement (this “Agreement”) is dated as of September 16, 2014 (the “Effective Date”) by and between Sutro Biopharma Inc., a corporation organized under the laws of California having a place of business at 310 Utah Avenue, Suite 150, South San Francisco, CA 94080, USA (“Sutro”), and Merck KGaA a corporation with general partners organized under German law having a place of business at Frankfurter Straße 250, 64293 Darmstadt, Germany (“Merck”). Sutro and Merck may be referred to herein as a “Party” or, collectively, as “Parties”.
