ContractUnderwriter Warrant • December 5th, 2017 • Cue Biopharma, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
ESCROW AGREEMENT (PUBLIC OFFERING)Escrow Agreement • December 5th, 2017 • Cue Biopharma, Inc. • Pharmaceutical preparations • New York
THIS AGREEMENT (this “Agreement”) is made this November 24, 2017 by and among Cue Biopharma, Inc. (the “Issuer”) and the Underwriter whose name and address appears on the Information Sheet (as defined herein) attached to this Agreement and Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004 (the “Escrow Agent”).
CUE BIOPHARMA, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 5th, 2017 • Cue Biopharma, Inc. • Pharmaceutical preparations • New York
The undersigned, Cue Biopharma, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with MDB Capital Group, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”), as follows:
CUE BIOPHARMA, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 5th, 2017 • Cue Biopharma, Inc. • Pharmaceutical preparations • Delaware
This Executive Employment Agreement (“Agreement”), dated as of November 15, 2017 (the “Effective Date”), is made by and between Cue Biopharma, Inc., a Delaware corporation (“Cue”) and Colin Sandercock (“Executive,” and together with Cue, the “Parties”).
CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR SUCH PORTIONS. ASTERISKS DENOTE OMISSIONS.Exclusive Patent License and Research • December 5th, 2017 • Cue Biopharma, Inc. • Pharmaceutical preparations • New York
This Agreement ( “Agreement”) is effective as of November 14, 2017, (the “Effective Date”) and is entered into by and between CUE BIOPHARMA, INC., a corporation organized and existing under the laws of Delaware (“Company”) and MERCK SHARP & DOHME CORP., a corporation organized and existing under the laws of New Jersey (“Merck”).
MDB Capital Group, LLCCue Biopharma, Inc. • December 5th, 2017 • Pharmaceutical preparations
Subscription AgreementSubscription Agreement • December 5th, 2017 • Cue Biopharma, Inc. • Pharmaceutical preparations
This subscription (this “Subscription”) is dated [l], 2017, by and between the investor identified on the signature page hereto (the “Investor”) and Cue Biopharma, Inc., a Delaware corporation (the “Company”). The parties agree as follows:
IRREVOCABLE WAIVER AND AMENDMENT TO SECURITIES PURCHASE AGREEMENTSSecurities Purchase Agreements • December 5th, 2017 • Cue Biopharma, Inc. • Pharmaceutical preparations • Delaware
THIS IRREVOCABLE WAIVER AND AMENDMENT TO SECURITIES PURCHASE AGREEMENTS (this “Amendment”) is made and entered into this as of November __, 2017, by and among Cue Biopharma, Inc., a Delaware corporation (the “Company”), and the Purchasers (as defined in the Recitals below). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement (defined in the Recitals below).
