UNDERWRITING AGREEMENTUnderwriting Agreement • May 2nd, 2016 • Phaserx, Inc. • Pharmaceutical preparations • New York
STRICTLY CONFIDENTIAL PhaseRx, Inc.Letter Agreement • July 6th, 2017 • Phaserx, Inc. • Pharmaceutical preparations • New York
LEASE AGREEMENTLease Agreement • April 18th, 2016 • Phaserx, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 9th day of February, 2010, between ARE-SEATTLE NO. 10, LLC, a Delaware limited liability company (“Landlord”), and PHASERX INC., a Delaware corporation (“Tenant”).
●] Shares PHASERX, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 10th, 2016 • Phaserx, Inc. • Pharmaceutical preparations • New York
PhaseRx, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained in this agreement (this “ Agreement ”), to sell to you and the other underwriters named on Schedule I hereto (collectively, the “ Underwriters ”), for whom you are acting as Representative (the “ Representative ”), an aggregate of [●] shares (the “ Firm Shares ”) of the Company’s common stock, $0.0001 par value per share (the “ Common Stock ”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional [●] shares (the “ Option Shares ”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively referred to herein as the “ Shares .”
ContractWarrant Agreement • June 9th, 2016 • Phaserx, Inc. • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
NONQUALIFIED STOCK OPTION AGREEMENT PHASERX, INC.Nonqualified Stock Option Agreement • August 2nd, 2016 • Phaserx, Inc. • Pharmaceutical preparations
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • August 2nd, 2016 • Phaserx, Inc. • Pharmaceutical preparations • Delaware
PhaseRx, Inc.Stock Option Agreement • February 12th, 2016 • Phaserx, Inc. • Pharmaceutical preparations • Washington
Unless otherwise defined herein, the terms defined in the 2006 Stock Plan shall have the same defined meanings in this Stock Option Agreement.
PHASERX, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • April 18th, 2016 • Phaserx, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of [month, day], 2014, by and between PhaseRx, Inc., a Delaware corporation (the “Corporation”), and [_______](“Indemnitee”).
PHASERX, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT November 17, 2014Investors’ Rights Agreement • April 18th, 2016 • Phaserx, Inc. • Pharmaceutical preparations • Delaware
This Second Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of November 17, 2014, by and among PhaseRx, Inc., a Delaware corporation (the “Company”), the persons and entities (each, a “Series A Investor”) listed on Exhibit A hereto, the persons and entities (each, a “Series A-1 Investor” and together with the Series A Investors, the “Investors”) listed on Exhibit A-1 hereto and the persons (each, a “Founder” and collectively, the “Founders”) listed on Exhibit B hereto. The Founders and Investors are referred to herein collectively as the “Stockholders.” Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1 hereof.
REGISTRATION RIGHTS AGREEMENTPhaserx Registration Rights Agreement • April 18th, 2016 • Phaserx, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 29, 2016, among PhaseRx, Inc., a Delaware corporation (the “Company”), and each of the several lenders signatory hereto (each such lender, a “Lender” and, collectively, the “Lenders”).
PHASERX, INC. CONSULTING AGREEMENTConsulting Agreement • April 18th, 2016 • Phaserx, Inc. • Pharmaceutical preparations
This Consulting Agreement (“Agreement”) is entered into as of July 2, 2013 (the “Effective Date”) between PhaseRx, Inc., a Delaware corporation having a place of business at 410 West Harrison Street, Seattle, WA 98119 (“Company”) and Paul H. Johnson, Ph.D., having a place of business at 12020 211th Place SE Snohomish, Washington 98296 (“Consultant”). Company desires to retain Consultant to perform certain consulting activities as described below, and Consultant desires to serve as a consultant to Company and perform such activities under the terms of this Agreement.
LEASE AGREEMENTLease Agreement • April 18th, 2016 • Phaserx, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 9th day of February, 2010, between ARE-SEATTLE NO. 10, LLC, a Delaware limited liability company (“Landlord”), and PHASERX INC., a Delaware corporation (“Tenant”).
AMENDMENT TO AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • February 12th, 2016 • Phaserx, Inc. • Pharmaceutical preparations
This Amendment to the Consulting Agreement (the “First Amendment”) is entered into between PhaseRx Inc., a Delaware corporation having a place of business at 410 West Harrison Street, Seattle, WA 98119 (“Company”) corporation (“Company”) and Paul H. Johnson, PhD, having a place of business at 12020 211th Place SE, Snohomish, WA 98296 (Consultant”).
RE: Amendment to Employment Offer Letter AgreementPhaserx, Inc. • February 12th, 2016 • Pharmaceutical preparations
Reference is made in this letter (this “Letter”) to the employment offer letter agreement entered into by you and PhaseRx Inc., a Delaware corporation (the “Company”), dated as of December 17, 2013 (the “Agreement”).
AMENDED AND RESTATED SUBORDINATION AGREEMENTSubordination Agreement • May 2nd, 2016 • Phaserx, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED SUBORDINATION AGREEMENT is entered into effective as of May 2, 2016, among the parties identified on Schedule A hereto (the “Subordinated Lenders”), PhaseRx, Inc., a Delaware corporation (the “Borrower”), Titan Multi-Strategy Fund I, LTD., in its capacity as a Senior Lender (as defined below) and in its capacity as representative for itself and for the other Senior Lenders (the “Representative”), the parties identified on Schedule B hereto (together with the Representative, are collectively referred to herein as the “Initial Senior Lenders”), and the parties identified on Schedule C hereto (the “Additional Senior Lenders”, together with the Initial Senior Lenders, are collectively referred to herein as the “Senior Lenders”).
FIRST AMENDMENT TO LEASELease • February 12th, 2016 • Phaserx, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE (this "First Amendment") is made as of October 1, 2014, by and between ARE-SEATTLE NO. 10, LLC, a Delaware limited liability company ("Landlord"), and PHASERX INC., a Delaware corporation ("Tenant").
AMENDMENT NO.3 TO CONSULTING AGREEMENTConsulting Agreement • August 2nd, 2016 • Phaserx, Inc. • Pharmaceutical preparations
This Amendment No. 3 to Consulting Agreement (this “Amendment”), dated _June 30, __________, 2016, is entered into between PhaseRx, Inc., a Delaware corporation having a place of business at 410 West Harrison Street, Seattle, WA 98119 (the “Company”) and Paul H. Johnson, Ph.D., having a place of business at 12020 211th Place SE, Snohomish, Washington 98296 (the “Consultant”).
SECOND AMENDMENT TO LEASELease • February 12th, 2016 • Phaserx, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE (this "Second Amendment") is made as of April 4, 2011, by and between ARE-SEATTLE NO. 10, LLC, a Delaware limited liability company ("Landlord"), and PHASERX INC., a Delaware corporation ("Tenant").
SIXTH AMENDMENT TO LEASELease • March 16th, 2016 • Phaserx, Inc. • Pharmaceutical preparations
THIS SIXTH AMENDMENT TO LEASE (this "Sixth Amendment") is made as of February 23, 2016, by and between ARE-SEATTLE NO. 10, LLC, a Delaware limited liability company ("Landlord"), and PHASERX INC., a Delaware corporation ("Tenant").
AMENDMENT TO INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • August 2nd, 2016 • Phaserx, Inc. • Pharmaceutical preparations
This AMENDMENT TO INCENTIVE STOCK OPTION AGREEMENT (this “Amendment”), dated as of , 2016, is made and entered into by and between PhaseRx, Inc., a Delaware corporation (the “Company”), and (the “Participant”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Incentive Stock Option Agreement by and between the Company and the Participant, dated , 2016 (the “Option Agreement”), and in the PhaseRx 2016 Long-Term Incentive Plan.
FIRST AMENDMENT TO LEASELease • April 18th, 2016 • Phaserx, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE (this "First Amendment") is made as of July 1, 2010, by and between ARE-SEATTLE NO. 10, LLC, a Delaware limited liability company ("Landlord"), and PHASERX INC., a Delaware corporation ("Tenant").
AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • August 2nd, 2016 • Phaserx, Inc. • Pharmaceutical preparations
This AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT (this “Amendment”), dated as of , 2016, is made and entered into by and between PhaseRx, Inc., a Delaware corporation (the “Company”), and (the “Participant”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Nonqualified Stock Option Agreement by and between the Company and the Participant, dated , 2016 (the “Option Agreement”), and in the PhaseRx 2016 Long-Term Incentive Plan.
AMENDMENT TO AMENDED AND RESTATED OFFER LETTER AGREEMENTOffer Letter Agreement • April 18th, 2016 • Phaserx, Inc. • Pharmaceutical preparations
This Amendment to Amended and Restated Offer Letter Agreement (this “Amendment”) is made and entered into as of the 13th day of March, 2016, by and between PhaseRx, Inc., a Delaware corporation, having a place of business at 410 West Harrison Street, Seattle, WA 98119 (the “Company”), and Robert W. Overell, Ph.D., having a place of business at 1854 NW 195th St. #302, Shoreline, WA 98177 (the “Executive”).
FIFTH AMENDMENT TO LEASELease • November 7th, 2016 • Phaserx, Inc. • Pharmaceutical preparations
THIS FIFTH AMENDMENT TO LEASE (this “Fifth Amendment”) is made as of September 27, 2016, by and between ARE-SEATTLE NO. 10, LLC, a Delaware limited liability company (“Landlord”), and PHASERX INC., a Delaware corporation (“Tenant”).
AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • August 2nd, 2016 • Phaserx, Inc. • Pharmaceutical preparations
This AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT (this “Amendment”), dated as of June , 2016, is made and entered into by and between PhaseRx, Inc., a Delaware corporation (the “Company”), and (the “Participant”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Nonqualified Stock Option Agreement by and between the Company and the Participant, dated June 1, 2016 (the “Option Agreement”), and in the PhaseRx 2016 Long-Term Incentive Plan.
PHASERX, INC. AMENDMENT NO. 2 TO AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • April 18th, 2016 • Phaserx, Inc. • Pharmaceutical preparations • Washington
This Amendment No. 2 to Amended and Restated Consulting Agreement (this “Amendment”), is entered into effective as of April 1, 2012 and amends the terms of the Amended and Restated Consulting Agreement dated February 22, 2008 (the “Agreement”) as later amended pursuant to the a First Amendment entered into on June 1, 2011 (the “First Amendment”), between PhaseRx, Inc., a Delaware corporation (“Company”) and John A. Schmidt, Jr., M.D. LLC (“Consultant”). Capitalized terms not defined in this Amendment have the meanings set forth in the Agreement.
STRICTLY CONFIDENTIALEngagement Agreement • July 6th, 2017 • Phaserx, Inc. • Pharmaceutical preparations
THIRD AMENDMENT TO LEASELease • April 18th, 2016 • Phaserx, Inc. • Pharmaceutical preparations
THIS THIRD AMENDMENT TO LEASE (this "Third Amendment") is made as of September 8, 2015, by and between ARE-SEATTLE NO. 10, LLC, a Delaware limited liability company ("Landlord"), and PHASERX INC., a Delaware corporation ("Tenant").
AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 18th, 2016 • Phaserx, Inc. • Pharmaceutical preparations • Delaware
This Amendment to Loan and Security Agreement (this “Amendment”) is made as of April 6, 2016, by and among PhaseRx, Inc., a Delaware corporation (the “Company”), and certain lenders under that certain Loan and Security Agreement, dated as of December 21, 2015 (the “Loan Agreement”), among the Company and the financial institutions and individuals listed on Annex A thereto, who execute this Amendment (the “Lenders”).
SEVENTH AMENDMENT TO LEASELease • November 7th, 2016 • Phaserx, Inc. • Pharmaceutical preparations
THIS SEVENTH AMENDMENT TO LEASE (this “Seventh Amendment”) is made as of September 27, 2016, by and between ARE-SEATTLE NO. 10, LLC, a Delaware limited liability company (“Landlord”), and PHASERX INC., a Delaware corporation (“Tenant”).
FOURTH AMENDMENT TO LEASELease Agreement • April 18th, 2016 • Phaserx, Inc. • Pharmaceutical preparations
THIS FOURTH AMENDMENT TO LEASE (this "Fourth Amendment") is made as of February 23, 2016, by and between ARE-SEATTLE NO. 10, LLC, a Delaware limited liability company ("Landlord"), and PHASERX INC., a Delaware corporation ("Tenant").
AMENDMENT NO. 2 TO CONSULTING AGREEMENTConsulting Agreement • April 18th, 2016 • Phaserx, Inc. • Pharmaceutical preparations
This Amendment No. 2 to Consulting Agreement (this “Amendment”), dated February 10, 2016, is entered into between PhaseRx, Inc., a Delaware corporation having a place of business at 410 West Harrison Street, Seattle, WA 98119 (the “Company”) and Paul H. Johnson, Ph.D., having a place of business at 12020 211th Place SE, Snohomish, Washington 98296 (the “Consultant”).
SUBORDINATION AGREEMENTSubordination Agreement • March 16th, 2016 • Phaserx, Inc. • Pharmaceutical preparations • New York
THIS SUBORDINATION AGREEMENT is entered into effective as of December 21, 2015, among the parties identified on Schedule A hereto (the “Subordinated Lender”), PhaseRx, Inc., a Delaware corporation (the “Borrower”), and Titan Multi-Strategy Fund I, LTD., in its capacity as a Senior Lender (as defined below) and in its capacity as representative for itself and for the other Senior Lenders (the “Representative”), the parties identified on Schedule B hereto (together with the Representative, are collectively referred to herein as the “Senior Lenders”).
THIRD AMENDMENT TO LEASELease • April 18th, 2016 • Phaserx, Inc. • Pharmaceutical preparations
THIS THIRD AMENDMENT TO LEASE (this "Third Amendment") is made as of _______October 1________, 2014 by and between ARE-SEATTLE NO. 10, LLC, a Delaware limited liability company ("Landlord"), and PHASERX INC., a Delaware corporation ("Tenant").
