Number of Shares] Candel Therapeutics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • July 16th, 2021 • Candel Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
CANDEL THERAPEUTICS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • July 16th, 2021 • Candel Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Candel Therapeutics, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 16th, 2021 • Candel Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective November 13, 2018 (the “Effective Date”), by and between Advantagene, Inc., a Delaware corporation (the “Company”) and Estuardo Aguilar-Cordova (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 16th, 2021 • Candel Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is made between Advantagene, Inc., a Delaware corporation d/b/a Candel Therapeutics (the “Company”), and Paul Peter Tak, M.D. Ph.D. (the “Executive”) and is made effective as of September 12, 2020 “Effective Date”).
EMPLOYMENT AGREEEMENTEmployment Agreement • July 16th, 2021 • Candel Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is made between Advantagene Inc., a Delaware corporation d/b/a Candel Therapeutics (the “Company”), and Nathan Caffo (the “Executive”) and is made effective as of 24 Sept. 2020 (the Effective Date”).
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Exclusive Patent License Agreement • July 16th, 2021 • Candel Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This License Agreement (“Agreement”) is made as of the 15th day of September, 2020 (“Effective Date”), by and between Advantagene, Inc., a Delaware corporation, having a principal place of business at 440 Lexington Avenue, Auburndale, MA 02466 (“Company”) and The Brigham and Women’s Hospital, Inc., a not-for-profit Massachusetts corporation, with a principal place of business at 75 Francis Street, Boston, Massachusetts 02115 (“Hospital”), each referred to herein individually as a “Party” and collectively as the “Parties”.
CONSULTING AGREEMENTConsulting Agreement • July 16th, 2021 • Candel Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS CONSULTING AGREEMENT, dated as of this January 4, 2020 (this “Agreement”), is by and between Susan Stewart located at [***] (“Consultant”), and Candel Therapeutics, Inc. with principal executive offices at 117 Kendrick Street, Needham, MA 02494 (“Company”).
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Exclusive License Agreement • July 16th, 2021 • Candel Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Exclusive License Agreement (hereinafter referred to as this “Agreement”), effective as March 1, 2014 (the “Effective Date”), is entered into by and between Advantagene, Inc., a corporation duly incorporated under the laws of Delaware and having a place of business at 440 Lexington Street, Auburndale, MA (“Licensor”), and Ventagen, LLC., a Massachusetts limited liability company, having a place of business at 160 Paulson Road, Waban MA (the “Company”).
ADVANTAGENE, INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • July 16th, 2021 • Candel Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS CERTIFIES THAT, for value received, PBM ADV HOLDINGS, LLC, or its assigns (the “Holder”), is entitled to subscribe for and purchase from ADVANTAGENE, INC., a Delaware corporation (the “Company”), 9,026,618 shares of the Company’s Common Stock, $0.01 par value (the “Common Stock”) at an exercise price of $2.7696 per share, as subject to adjustment as provided herein (the “Exercise Price”). This Warrant to Purchase Common Stock (“Warrant”) is being purchased pursuant to the terms of that certain Series B Preferred Stock Purchase Agreement, dated , 2018, among the Company, the Holder and the other parties thereto (the “Purchase Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Purchase Agreement.
ADVANTAGENE, INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • July 16th, 2021 • Candel Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS CERTIFIES THAT, for value received, PBM ADV HOLDINGS, LLC, or its assigns (the “Holder”), is entitled to subscribe for and purchase from ADVANTAGENE, INC., a Delaware corporation (the “Company”), that number of shares of the Company’s Common Stock, $0.01 par value (the “Common Stock”) as is equal to the Warrant Number (as hereinafter defined) at an exercise price of $2.7696 per share, as subject to adjustment as provided herein (the “Exercise Price”). This Warrant to Purchase Common Stock (“Warrant”) is being purchased pursuant to the terms of that certain Series B Preferred Stock Purchase Agreement, dated , 2018, among the Company, the Holder and the other parties thereto (the “Purchase Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Purchase Agreement.
LEASE OF PREMISES AT 117 KENDRICK STREET, NEEDHAM, MASSACHUSETTS FROM 117 KENDRICK DE, LLC TO ADVANTAGENE, INC. D/B/A CANDEL THERAPEUTICSLease Agreement • July 16th, 2021 • Candel Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS LEASE (this “Lease”), made as of the 4th day of February, 2019, between 117 Kendrick DE, LLC, a Delaware limited liability company, and Advantagene, Inc., a Delaware corporation, d/b/a Candel Therapeutics, is as follows.
