COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • November 18th, 2022 • Coya Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Coya Therapeutics, Inc., a Delaware corporation (the “Company”), up to ____ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 18th, 2022 • Coya Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of _____, 2022 by and between Coya Therapeutics, Inc., a Delaware corporation (the “Company”), and _____ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 18th, 2022 • Coya Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of March 4, 2022, by and among Coya Therapeutics, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 18th, 2022 • Coya Therapeutics, Inc. • Pharmaceutical preparations • Texas
This Executive Employment Agreement (“Agreement”), dated March 14, 2022 (“Effective Date”), is between Coya Therapeutics, Inc. (the “Company”) and David Snyder (“Executive”).
MATERIAL TRANSFER AND OPTION AGREEMENT Carnegie Mellon University – Coya TherapeuticsMaterial Transfer and Option Agreement • November 18th, 2022 • Coya Therapeutics, Inc. • Pharmaceutical preparations • Pennsylvania
This Agreement (hereinafter this “Agreement”) is made and entered into this 24th day of June 2022 (“Effective Date”) by and between Carnegie Mellon University (hereinafter “Carnegie Mellon”), a Pennsylvania non-profit corporation having a principal place of business at 5000 Forbes Avenue, Pittsburgh, Pennsylvania 15213 and Coya Therapeutics, Inc., a Delaware corporation having a principal place of business at 5850 San Felipe St. Suite 500; Houston, TX 77057 (“Licensee”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG COYA THERAPEUTICS, INC. AND NICOYA HEALTH, INC. DATED AS OF DECEMBER 22, 2020Merger Agreement • November 18th, 2022 • Coya Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Merger Agreement”), dated as of December 22, 2020, is by and between Coya Therapeutics, Inc., a Delaware corporation (“CTI”), and Nicoya Health, Inc., a Delaware corporation (“NICOYA”, and together with CTI, the “Parties”).
AMENDED AND RESTATED PATENT AND KNOW HOW LICENSE AGREEMENTPatent and Know How License Agreement • November 18th, 2022 • Coya Therapeutics, Inc. • Pharmaceutical preparations • Texas
WHEREAS, the predecessor of LICENSEE (Nicoya Health, Inc.) obtained a license from METHODIST to practice certain Patent Rights and Know-How pursuant to that Patent and Know How License Agreement effective as of the Effective Date and on December 22, 2020 that predecessor was merged with and into LICENSEE with LICENSEE as the surviving company and such predecessor assigning all of its rights and obligations under this Agreement to LICENSEE pursuant to a Consent and Waiver among the Parties;
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER...License Agreement • November 18th, 2022 • Coya Therapeutics, Inc. • Pharmaceutical preparations • New York
This LICENSE AGREEMENT (this “Agreement”) is entered into and made effective as of August 23, 2022 (the “Execution Date”), by and between Coya Therapeutics, Inc., a Delaware corporation, having its principal place of business at 5850 San Felipe St., Suite 500, Houston, TX 77057 (“Coya”), and ARScience Biotherapeutics Inc., a Delaware corporation having its principal place of business at 1400 112th Ave SE, Suite 100, Bellevue, Washington 98004 (“ARScience Bio”). Coya and ARScience Bio shall be referred to herein individually as a “Party” and collectively as the “Parties”.
Employment Agreement AddendumEmployment Agreement Addendum • November 18th, 2022 • Coya Therapeutics, Inc. • Pharmaceutical preparations
We, the Employer and Employee, agree to the aforementioned additions to the employment contract. Any changes made here are legally binding upon signature of both parties. These changes are pursuant to the vote made by the Board regarding Howard’s executive compensation review.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER...Sponsored Research Agreement • November 18th, 2022 • Coya Therapeutics, Inc. • Pharmaceutical preparations
This first amendment (“Amendment 1”) to that certain Sponsored Research Agreement dated February 3, 2021 (“Agreement”), is by and between Coya Therapeutics Inc. (“Company”) and The Methodist Hospital Research Institute dba Houston Methodist Research Institute (“HMRI”). This Amendment 1 is executed as of the dates set forth below but shall be effective February 4, 2022 (“Amendment 1 Effective Date”).
SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • November 18th, 2022 • Coya Therapeutics, Inc. • Pharmaceutical preparations • Texas
This SPONSORED RESEARCH AGREEMENT (this “Agreement”), effective as of February 3, 2021 (the “Effective Date”), is entered into by and between The Methodist Hospital Research Institute dba Houston Methodist Research Institute (“HMRI”), a Texas nonprofit corporation and an affiliate of The Methodist Hospital, and Coya Therapeutics, Inc. (“COMPANY”), a Delaware corporation, governing the specific research project identified below to be conducted at HMRI.
SECOND AMENDMENT TO SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • November 18th, 2022 • Coya Therapeutics, Inc. • Pharmaceutical preparations
This second amendment (“Amendment 2”) to that certain Sponsored Research Agreement dated February 3, 2021 and last amended on February 4, 2022 (“Agreement”), is by and between Coya Therapeutics Inc. (“Company”) and The Methodist Hospital Research Institute dba Houston Methodist Research Institute (“HMRI”). This Amendment 2 is executed as of the last date of signature below but shall be effective as of February 4, 2022 (“Amendment 2 Effective Date”).
