WARRANT TO PURCHASE LIMITED LIABILITY COMPANY INTERESTSWarrant Agreement • September 23rd, 2020 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS WARRANT CERTIFIES THAT, for good and valuable consideration, SILICON VALLEY BANK (“SVB” or “Bank” and, together with any successor or permitted assignee or transferee of this Warrant or of any units issued upon exercise hereof, “Holder”) is entitled to purchase the number of fully paid and non-assessable units of limited liability company interest (the “Units”) of the above-stated Type/Class of Units (as may be adjusted from time to time pursuant to the provisions of this Warrant, the “Class”) as defined in, and having the relative rights, powers, preferences and privileges as set forth in, the above-named company’s (the “Company”) Second Amended and Restated Operating Agreement dated as of February 8, 2016, as amended and/or restated and in effect from time to time (the “Operating Agreement”) at the above-stated Warrant Price, all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this
SUPPORT AGREEMENTSupport Agreement • September 23rd, 2020 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of August 22, 2020, is by and between PROTEOSTASIS THERAPEUTICS, INC., a Delaware corporation (“PTI”), YUMANITY THERAPEUTICS, INC. a Delaware corporation (the “Company”) and YUMANITY HOLDINGS, LLC, a Delaware limited liability company (“Holdings”) in its capacity as the sole stockholder of the Company (the “Stockholder”).
License AgreementLicense Agreement • September 23rd, 2020 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This License Agreement, made and entered into as of February 5, 2020 (“Agreement”), is by and between Yumanity Therapeutics, Inc., a Delaware corporation, registered to do business in Massachusetts, and having a place of business located at 790 Memorial Drive, #2C, Cambridge, MA 02139 (“Licensee”) and MIL 40G, LLC a Delaware limited liability company having a place of business located at 40 Guest Street, Brighton, MA 02135 (“Licensor”).
ContractWarrant Agreement • September 23rd, 2020 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • California
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
WHITEHEAD INSTITUTE FOR BIOMEDICAL RESEARCH and YUMANITY THERAPEUTICS, INC. And YUMANITY HOLDINGS LLC TANGIBLE PROPERTY AND EXCLUSIVE PATENT LICENSE AGREEMENT Dated February 4, 2016Tangible Property and Exclusive Patent License Agreement • September 23rd, 2020 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of February 4, 2016 (the “EFFECTIVE DATE”), is between the Whitehead Institute for Biomedical Research (“WHITEHEAD”), a Delaware corporation, with a principal office at Nine Cambridge Center, Cambridge, MA 02142, and Yumanity Therapeutics, Inc. (“COMPANY”), a Delaware corporation, and solely for the purpose of Section 4.1(i) Yumanity Holdings LLC (“PARENT”), a Delaware limited liability company, both with a principal office at 790 Memorial Drive, Suite 2C, Cambridge, MA 02139. WHITEHEAD and COMPANY are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 23rd, 2020 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of December 20, 2019 and is entered into by and among, YUMANITY THERAPEUTICS, INC., a Delaware corporation (“Yumanity”, and together with each Subsidiary of Yumanity from time to time party hereto as a borrower, collectively, “Borrowers”, and each, a “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, the “Lenders”, and each, a “Lender”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for the Lenders (in such capacity, “Agent”).
