January 17, 2023 Cullinan Oncology, Inc. One Main Street, Suite 1350 Cambridge, MA 02142 Attention: Jeffrey Trigilio Re: 3(a)(9) Exchange Agreement Ladies and Gentlemen:3(a)(9) Exchange Agreement • January 19th, 2023 • Cullinan Oncology, Inc. • Biological products, (no disgnostic substances)
This letter agreement (the “Agreement” ) confirms the agreement of Cullinan Oncology, Inc. (the “Company”), and the holders of the common stock, par value $0.0001 per share, of the Company (the “Common Stock”) listed on Schedule I attached hereto (“Stockholders”), pursuant to which the Stockholders have agreed to exchange an aggregate of 6,475,000 shares (the “Shares”) of Common Stock, beneficially owned by the Stockholders, in consideration for a total of 647,500 shares of Series A preferred stock, par value $0.0001 per share, of the Company (the “Preferred Shares”), which shall have the rights, preferences and privileges set forth in the Certificate of Designations set forth on Exhibit A attached hereto (the “COD”). The Preferred Shares will be convertible into a total of 6,475,000 shares of Common Stock (subject to adjustment as provided in the COD), subject to beneficial ownership conversion limitations set forth in the COD.
Re: 3(a)(9) Exchange Agreement3(a)(9) Exchange Agreement • January 7th, 2021 • Eledon Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This letter agreement (the “Agreement”) confirms the agreement of Novus Therapeutics, Inc., a Delaware corporation (the “Company”), and the holders of the Common Stock listed on Schedule I attached hereto (the “Stockholders”), pursuant to which the Stockholders have agreed to exchange an aggregate of 509,117 shares (the “Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), beneficially owned by the Stockholders in consideration for one or more Common Stock Warrants in the form attached hereto as Exhibit A (each a “Warrant”) to purchase an aggregate of 509,117 shares of Common Stock (the “Warrant Shares”) on the terms specified below.
March 22, 20193(a)(9) Exchange Agreement • March 22nd, 2019 • Cidara Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Re: 3(a)(9) Exchange Agreement3(a)(9) Exchange Agreement • September 19th, 2019 • Ovid Therapeutics Inc. • Pharmaceutical preparations • New York
This letter agreement (the “Agreement”) confirms the agreement of Ovid Therapeutics Inc., a Delaware corporation (the “Company”), and the holders of the Common Stock listed on Schedule I attached hereto (the “Stockholders”), pursuant to which the Stockholders have agreed to exchange an aggregate of 1,262,000 shares (the “Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), beneficially owned by the Stockholders in consideration for a total of 1,262 shares of Series A Preferred Stock of the Company (the “Preferred Shares”), which shall have the rights, preferences and privileges set forth in the Amended and Restated Certificate of Designation set forth on Exhibit A attached hereto (the “COD”). The Preferred Shares will be convertible into a total of 1,262,000 shares of Common Stock (subject to adjustment as provided in the COD), subject to beneficial ownership conversion limitations set forth in the COD.
Re: 3(a)(9) Exchange Agreement3(a)(9) Exchange Agreement • April 6th, 2020 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research • New York
This letter agreement (the “Agreement”) confirms the agreement of Pieris Pharmaceuticals, Inc. (the “Company”), and the holders of the Common Stock listed on Schedule I attached hereto (the “Stockholders”), pursuant to which the Stockholders have agreed to exchange an aggregate of 3,000,000 shares (the “Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”), beneficially owned by the Stockholders in consideration for a total of 3,000 shares of Series D Convertible Preferred Stock of the Company (the “Preferred Shares”), which shall have the rights, preferences and privileges set forth in the Certificate of Designation set forth on Exhibit A attached hereto (the “COD”). The Preferred Shares will be convertible into a total of 3,000,000 shares of Common Stock (subject to adjustment as provided in the COD), subject to beneficial ownership conversion limitations set forth in the COD.
December 17, 2019 Jonathan G. Drachman, M.D. Chief Executive Officer Neoleukin Therapeutics, Inc. Seattle, WA 98109 Re: 3(a)(9) Exchange Agreement Dear Dr. Drachman:3(a)(9) Exchange Agreement • December 19th, 2019 • Neoleukin Therapeutics, Inc. • Pharmaceutical preparations • New York
This letter agreement (the “Agreement”) confirms the agreement of Neoleukin Therapeutics, Inc., a Delaware corporation (the “Company”), and the holders of the Common Stock listed on Schedule I attached hereto (each a “Holder” and collectively, the “Holders” and together, the Company and the Holders shall be referred to as the “Parties”), pursuant to which the Holders have agreed to exchange an aggregate of 7,907,939 shares of Common Stock, par value $0.000001 per share (the “Common Stock”) of the Company beneficially owned by the Holders plus any shares purchased by the Holders in the registered offering currently contemplated by the Company (the “Shares”) for one or more pre-funded warrants in the form attached hereto as Exhibit A (each a “Pre-funded Warrant”) to purchase an aggregate number shares of Common Stock equal to the number of Shares (the “Warrant Shares”) of the Company so exchanged, pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”
June 18, 2018 Briggs W. Morrison, M.D. Chief Executive Officer Syndax Pharmaceuticals, Inc. Building D, Floor 3 Waltham, Massachusetts 02451 Re: 3(a)(9) Exchange Agreement Dear Dr. Morrison:3(a)(9) Exchange Agreement • June 20th, 2018 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • New York
This letter agreement (the “Agreement”) confirms the agreement of Syndax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the holders of the Common Stock listed on Schedule I attached hereto (each a “Common Stock Holder” and collectively, the “Common Stock Holders”), pursuant to which the Common Stock Holders have agreed to exchange an aggregate of 2,000,000 shares (the “Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company beneficially owned by the Common Stock Holders for one or more Common Stock Warrants in the form attached hereto as Exhibit A (each a “Warrant”) to purchase an aggregate of 2,000,000 shares of Common Stock (the “Warrant Shares”) of the Company, pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), on terms specified below.
March 21, 2024 Cogent Biosciences, Inc. Waltham, MA 02451 Attention: Evan Kearns Re: 3(a)(9) Exchange Agreement Ladies and Gentlemen:3(a)(9) Exchange Agreement • March 22nd, 2024 • Cogent Biosciences, Inc. • Pharmaceutical preparations
This letter agreement (the “Agreement”) confirms the agreement of Cogent Biosciences, Inc. (the “Company”), and the holder of the common stock, par value $0.001 per share, of the Company (the “Common Stock”) listed on Schedule I attached hereto (the “Stockholder”), pursuant to which the Stockholder has agreed to exchange [•] shares (the “Common Shares”) of Common Stock, beneficially owned or owned of record, as applicable, by the Stockholder, in consideration for a total of [•] shares of Series B Non-Voting Convertible Preferred Stock, par value $0.001 per share, of the Company (the “Preferred Shares”), which shall have the rights, preferences and privileges set forth in the Certificate of Designations of Preferences, Rights and Limitations of the Series B Non-Voting Convertible Preferred Stock attached hereto as Exhibit A (the “Initial COD”), as amended by the Certificate of Amendment of the COD attached hereto as Exhibit B (the “COD Amendment,” and the Initial COD as amended by the C
Re:3(a)(9) Exchange Agreement3(a)(9) Exchange Agreement • November 27th, 2019 • Mersana Therapeutics, Inc. • Pharmaceutical preparations • New York
This letter agreement (the “Agreement”) confirms the agreement of Mersana Therapeutics, Inc., a Delaware corporation (the “Company”), and the holders of the Common Stock listed on Schedule I attached hereto (the “Stockholders”), pursuant to which the Stockholders have agreed to exchange an aggregate of 2,575,000 shares (the “Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”), beneficially owned by the Stockholders in consideration for one or more Common Stock Warrants in the form attached hereto as Exhibit A (each a “Warrant”) to purchase an aggregate of 2,575,000 shares of Common Stock (the “Warrant Shares”) on the terms specified below.
Re: 3(a)(9) Exchange Agreement3(a)(9) Exchange Agreement • May 2nd, 2023 • ImmunoGen, Inc. • Pharmaceutical preparations
This letter agreement (the “Agreement”) confirms the agreement of ImmunoGen, Inc. (the “Company”) and the holder of the Common Stock, par value $.01 per share, of the Company (the “Common Stock”) listed on Schedule I attached hereto (the “Shareholder”), pursuant to which the Shareholder has agreed to exchange an aggregate of 21,853,000 shares (the “Shares”) of Common Stock beneficially owned by the Shareholder in consideration for a total of 21,853 shares of Series A Convertible Preferred Stock of the Company (the “Preferred Shares”), which shall have the rights, preferences and privileges set forth in the Certificate of Designation set forth on Exhibit A attached hereto (the “COD”). The Preferred Shares will be convertible into a total of 21,853,000 shares of Common Stock (subject to adjustment as provided in the COD), subject to beneficial ownership conversion limitations set forth in the COD.
January 30, 20193(a)(9) Exchange Agreement • February 4th, 2019 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research • New York
Re: 3(a)(9) Exchange Agreement3(a)(9) Exchange Agreement • May 21st, 2021 • Pieris Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This letter agreement (the “Agreement”) confirms the agreement of Pieris Pharmaceuticals, Inc. (the “Company”), and the holders of the Common Stock listed on Schedule I attached hereto (the “Stockholders”), pursuant to which the Stockholders have agreed to exchange an aggregate of 5,000,000 shares (the “Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”), beneficially owned by the Stockholders in consideration for a total of 5,000 shares of Series E Convertible Preferred Stock of the Company (the “Preferred Shares”), which shall have the rights, preferences and privileges set forth in the Certificate of Designation set forth on Exhibit A attached hereto (the “COD”). The Preferred Shares will be convertible into a total of 5,000,000 shares of Common Stock (subject to adjustment as provided in the COD), subject to beneficial ownership conversion limitations set forth in the COD.
April 23, 2024 Spyre Therapeutics, Inc. Waltham, MA 02453 Attention: Scott Burrows Re: 3(a)(9) Exchange Agreement Ladies and Gentlemen:3(a)(9) Exchange Agreement • April 25th, 2024 • Spyre Therapeutics, Inc. • Pharmaceutical preparations
This letter agreement (the “Agreement”) confirms the agreement of Spyre Therapeutics, Inc. (the “Company”), and the holder of the Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share, of the Company (the “Series A Preferred Stock”) listed on Schedule I attached hereto (the “Stockholder”), pursuant to which the Stockholder has agreed to exchange 90,992 shares (the “Preferred Shares”) of Series A Preferred Stock, beneficially owned or owned of record, as applicable, by the Stockholder, in consideration for a total of 3,639,680 shares (the “Common Shares”) of Common Stock, par value $0.0001 per share, of the Company.
Bain Capital Life Sciences Fund, L.P. BCIP Life Sciences Associates, LP 200 Clarendon Street Boston, MA 021163(a)(9) Exchange Agreement • March 12th, 2020 • Bain Capital Life Sciences Fund, L.P. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of , 2020, is made by and among:
March 5, 2024 vTv Therapeutics Inc.3(a)(9) Exchange Agreement • March 5th, 2024 • Baker Bros. Advisors Lp • Pharmaceutical preparations • New York
Re: 3(a)(9) Exchange Agreement3(a)(9) Exchange Agreement • November 16th, 2018 • Spero Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This letter agreement (this “Agreement”) confirms the agreement of Spero Therapeutics, Inc. (the “Company”) and the holders of the Common Stock listed on Schedule I attached hereto (the “Stockholders”), pursuant to which the Stockholders have agreed to exchange an aggregate of 1,000,000 shares (the “Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”) beneficially owned by the Stockholders in consideration for a total of 1,000 shares of Series B Preferred Stock of the Company (the “Preferred Shares”), which shall have the rights, preferences and privileges set forth in the Certificate of Designation set forth on Exhibit A attached hereto (the “COD”). The Preferred Shares will be convertible into a total of 1,000,000 shares of Common Stock (subject to adjustment as provided in the COD), subject to beneficial ownership conversion limitations set forth in the COD.
March 21, 2014 David J. Mazzo, Ph.D. Chief Executive Officer and President Regado Biosciences, Inc. Basking Ridge, NJ 07920 Re: 3(a)(9) Exchange Agreement Dear Dr. Mazzo:3(a)(9) Exchange Agreement • March 21st, 2014 • Regado Biosciences Inc • Pharmaceutical preparations • New York
This document confirms the agreement of Regado Biosciences, Inc., a Delaware corporation (the “Company”), and the holders of the Common Stock listed on Schedule I attached hereto (each a “Common Stock Holder” and collectively, the “Common Stock Holders”), pursuant to which the Common Stock Holders have agreed to exchange an aggregate of 2,000,000 shares (the “Purchased Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company purchased by the Common Stock Holders pursuant to that certain Securities Purchase Agreement, dated as of January 31, 2014, by and among the Company, the Common Stock Holders and the other investors listed therein (the “SPA”), for an aggregate of 10,000 shares (the “Exchange Shares”) of the Company’s newly designated Series F Preferred Stock, par value $0.001 per share (the “Preferred Stock”), pursuant to Section 3(a)(9) of the Securities Act, on terms specified below. Capitalized terms not otherwise defined herein shall have the me
February 25, 2021 Altimmune, Inc. 910 Clopper Road, Suite 201S Gaithersburg, Maryland 20878 Re: 3(a)(9) Exchange Agreement Ladies and Gentlemen:3(a)(9) Exchange Agreement • February 25th, 2021 • Altimmune, Inc. • Pharmaceutical preparations • New York
This letter agreement (the “Agreement”) confirms the agreement of Altimmune, Inc., a Delaware corporation (the “Company”), and the holders of the Common Stock listed on Schedule I attached hereto (the “Stockholders”), pursuant to which the Stockholders have agreed to exchange an aggregate of 1,000,000 shares (the “Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”), beneficially owned by the Stockholders in consideration for one or more Common Stock Warrants in the form attached hereto as Exhibit A (each a “Warrant”) to purchase an aggregate of 1,000,000 shares of Common Stock (the “Warrant Shares”) on the terms specified below.
Re: 3(a)(9) Exchange Agreement3(a)(9) Exchange Agreement • February 27th, 2017 • Ideal Power Inc. • Electrical industrial apparatus • New York
This document confirms the agreement of Ideal Power Inc., a Delaware corporation (the “Company”), and the holders of the Common Stock listed on Schedule I attached hereto (each a “Common Stock Holder” and collectively, the “Common Stock Holders”), pursuant to which the Common Stock Holders have agreed to exchange an aggregate of 810,000 shares (the “Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company for an aggregate of 810,000 shares (the “Preferred Shares”) of the Company’s newly designated Series A Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock”), pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Act”), on the terms specified below.
Re: 3(a)(9) Exchange Agreement3(a)(9) Exchange Agreement • March 24th, 2022 • Evofem Biosciences, Inc. • Pharmaceutical preparations • Delaware
This letter agreement (the “Agreement”) confirms the agreement of Evofem Biosciences, Inc. (the “Company”), and [___] (the “Stockholder”), pursuant to which the Stockholder has agreed to exchange 1,700 shares of Series B-2 Convertible Preferred Stock, par value $0.0001 per share, of the Company (the “Series B-2 Preferred Stock”), beneficially owned by the Stockholder in consideration for a total of 1,700 shares of Series C Convertible Preferred Stock of the Company (the “Series C Preferred Stock”), which shall have the rights, preferences and privileges set forth in the Certificate of Designation set forth on Exhibit A attached hereto (the “COD”). In consideration of the foregoing, the Company and the Stockholder agree as follows:
Re: 3(a)(9) Exchange Agreement3(a)(9) Exchange Agreement • December 31st, 2018 • Protagonist Therapeutics, Inc • Pharmaceutical preparations • New York
This letter agreement (the “Agreement”) confirms the agreement of Protagonist Therapeutics, Inc., a Delaware corporation (the “Company”), and the holders of the Common Stock listed on Schedule I attached hereto (the “Stockholders”), pursuant to which the Stockholders have agreed to exchange an aggregate of 1,000,000 shares (the “Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”), beneficially owned by the Stockholders in consideration for one or more Common Stock Warrants in the form attached hereto as Exhibit A (each a “Warrant”) to purchase an aggregate of 1,000,000 shares of Common Stock (the “Warrant Shares”) on the terms specified below.
