PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Kineta, Inc.Kineta, Inc./De • October 5th, 2023 • Pharmaceutical preparations
THIS PLACEMENT AGENT 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 October _____, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October _____, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kineta, 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). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of September 27, 2023.
PRE-FUNDED COMMON STOCK PURCHASE WARRANT KINETA, INC.Kineta, Inc./De • April 21st, 2023 • Pharmaceutical preparations
THIS PRE-FUNDED 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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kineta, 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).
YUMANITY THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 202[•] Subordinated Debt SecuritiesIndenture • December 3rd, 2021 • Yumanity Therapeutics, Inc. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 5th, 2023 • Kineta, Inc./De • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 3, 2023, between Kineta, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
OPEN MARKET SALE AGREEMENTSMKineta, Inc./De • February 10th, 2023 • Pharmaceutical preparations • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANT KINETA, INC.Kineta, Inc./De • October 5th, 2023 • Pharmaceutical preparations
THIS PRE-FUNDED 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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kineta, 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).
YUMANITY THERAPEUTICS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTIndemnification Agreement • December 30th, 2020 • Yumanity Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Yumanity Therapeutics, Inc., a Delaware corporation (the “Company”), and [Director Name] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 28th, 2020 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made as of the 30th day of June, 2019, between Yumanity Therapeutics, Inc., a Delaware corporation (the “Company”), and Richard Peters, M.D., Ph.D. (the “Executive”).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale • April 8th, 2021 • Yumanity Therapeutics, Inc. • Pharmaceutical preparations • New York
LEASE AGREEMENTLease Agreement • August 29th, 2022 • Yumanity Therapeutics, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 19 day of November, 2010, between ARE-SEATTLE NO. 17, LLC, a Delaware limited liability company (“Landlord”), and KINETA, INC., a Washington corporation (“Tenant”).
Proteostasis Therapeutics, Inc. 11,000,000 Shares Common Stock (par value $0.001 per share) Underwriting AgreementProteostasis Therapeutics, Inc. • October 24th, 2018 • Pharmaceutical preparations • New York
Proteostasis Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 11,000,000 shares of its common stock, par value $0.001 per share (“Common Stock”) (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 1,650,000 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requi
Indemnification AgreementIndemnification Agreement • October 3rd, 2022 • Yumanity Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is made as of [Date], by and between Kineta, Inc., a Delaware corporation (the “Company”), and [Indemnitee Name] (“Indemnitee”).
Proteostasis Therapeutics, Inc. [•] Shares Common Stock (par value $0.001 per share) Underwriting AgreementUnderwriting Agreement • February 10th, 2016 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • New York
Proteostasis Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [•] shares of its common stock, par value $0.001 per share (“Common Stock”) (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [•]1 additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural
COMMON STOCK PURCHASE WARRANT KINETA, INC.Kineta, Inc./De • April 21st, 2023 • Pharmaceutical preparations
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 _______, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kineta, 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).
PROTEOSTASIS THERAPEUTICS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • May 9th, 2019 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • New York
Proteostasis Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (“HCW”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2020 • Yumanity Therapeutics, Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of December 22, 2020 by and among Yumanity Therapeutics, Inc. (formerly known as Proteostasis Therapeutics, Inc.), a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the several purchasers signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”).
ContractYumanity Therapeutics, Inc. • October 3rd, 2022 • Pharmaceutical preparations • Washington
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED.
CONFIDENTIALSeparation Agreement and Release • March 8th, 2019 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 6th, 2022 • Yumanity Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June [ ], 2022, by and among Yumanity Therapeutics, Inc., a Delaware corporation (the “Company”), and the purchasers set forth on Schedule 1 hereto (each, a “Purchaser”, and collectively, the “Purchasers”), and shall become effective as of the Closing (as defined in the Purchase Agreement, defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • October 3rd, 2022 • Yumanity Therapeutics, Inc. • Pharmaceutical preparations • Washington
This Amended and Restated Employment Agreement (the “Agreement”) between you (referred to hereinafter as the “Executive”) and Kineta, Inc., a Washington corporation (the “Company”) sets forth the terms and conditions that shall govern Executive’s continued employment with the Company (referred to hereinafter as “Employment” or the “Employment Period”), effective as of the Effective Time, as such term is defined in that certain Agreement and Plan of Merger dated June 5, 2022 (the “Merger Agreement”) by and among the Company, Yumanity Therapeutics, Inc. (“Parent”) and Yacht Merger Sub, Inc. (the “Effective Date”). This Agreement amends, restates and replaces in its entirety the employment agreement entered into by and between Executive and the Company dated February 3, 2020 (the “Prior Agreement”).
March 9, 2020 Re:Amended and Restated Employment Agreement Dear Marija:Assignment Agreement • March 10th, 2020 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
CONSULTING AGREEMENTConsulting Agreement • March 21st, 2016 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (the “Agreement”) is made effective as of April 15, 2015 (the “Effective Date”), by and between Proteostasis Therapeutics, Inc. a Delaware corporation, with its principal place of business being 200 Technology Square, 4th Floor, Cambridge, MA 02139 (the “Company”) and Danforth Advisors, LLC, a Massachusetts limited liability corporation, with its principal place of business being 91 Middle Road, Southborough, MA 01772 (“Danforth”). The Company and Danforth are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”
WARRANT TO PURCHASE LIMITED LIABILITY COMPANY INTERESTSProteostasis Therapeutics, Inc. • September 23rd, 2020 • Pharmaceutical preparations • New York
THIS WARRANT CERTIFIES THAT, for good and valuable consideration, SILICON VALLEY BANK (“SVB” or “Bank” and, together with any successor or permitted assignee or transferee of this Warrant or of any units issued upon exercise hereof, “Holder”) is entitled to purchase the number of fully paid and non-assessable units of limited liability company interest (the “Units”) of the above-stated Type/Class of Units (as may be adjusted from time to time pursuant to the provisions of this Warrant, the “Class”) as defined in, and having the relative rights, powers, preferences and privileges as set forth in, the above-named company’s (the “Company”) Second Amended and Restated Operating Agreement dated as of February 8, 2016, as amended and/or restated and in effect from time to time (the “Operating Agreement”) at the above-stated Warrant Price, all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this
KINETA, INC. AMENDMENT NO. 4 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 2nd, 2023 • Kineta, Inc./De • Pharmaceutical preparations • Delaware
This Amendment No. 4 to Securities Purchase Agreement (this “Amendment”) is made as of May 1, 2023, by and among Kineta, Inc., a Delaware corporation (formerly known as Yumanity Therapeutics, Inc.) (the “Company”), and the undersigned Purchasers (as defined in the PIPE Agreement, which is defined below). Capitalized terms used herein but not otherwise defined herein shall have the meanings given to them in the PIPE Agreement.
FORM OF LOCK-UP AGREEMENTMerger Agreement • August 24th, 2020 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • Delaware
KINETA, INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • October 3rd, 2022 • Yumanity Therapeutics, Inc. • Pharmaceutical preparations • Washington
This Common Stock Purchase Agreement (the “Agreement”) is made as of June 26, 2008 by and between Kineta, Inc., a Washington corporation (the “Company”), and Shawn Iadonato (“Purchaser”).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • December 30th, 2020 • Yumanity Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of December 22, 2020 (this “Agreement”), is entered into by and among Proteostasis Therapeutics, Inc., a Delaware corporation (“PTI”), Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the initial representative, agent and attorney-in-fact of the Holders of CVRs (the “CVR Holders’ Representative”).
CONFIDENTIAL December 16, 2022 Michael WyzgaKineta, Inc./De • December 22nd, 2022 • Pharmaceutical preparations
The purpose of this letter agreement (the “Agreement”) is to confirm the terms of your separation of employment from Yumanity Therapeutics, Inc. and its subsidiaries (the “Company”) upon the Closing, as such term is defined in the Agreement and Plan of Merger, dated as of June 5, 2022, by and among Company and Kineta, Inc. (the “Merger Agreement”).
License AgreementLicense Agreement • March 4th, 2022 • Yumanity Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This License Agreement, made and entered into as of February 28, 2022 (“Agreement”), is by and between Yumanity, Inc., a Delaware corporation, having a place of business located at 40 Guest Street, Suite 4410, Boston, MA 02135(“Licensee”) and MIL 40G, LLC, a Delaware limited liability company having a place of business located at 40 Guest Street, Boston, MA 02135 (“SmartLabs”).
OPTION AND LICENSE AGREEMENTOption and License Agreement • October 3rd, 2022 • Yumanity Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Option and License Agreement (the “Agreement”) is made and entered into effective as of August 10, 2020 (the “Effective Date”), by and between GigaGen, Inc., a Delaware corporation (“GigaGen”), having a place of business at 1 Tower Place, Suite 750, South San Francisco, CA 94080, and Kineta, Inc., a Washington corporation (“Kineta”), having a place of business at 219 Terry Avenue North, Suite 300, Seattle, WA 98109. GigaGen and Kineta are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
EXCLUSIVE OPTION AND LICENSE AGREEMENT BETWEEN KINETA CHRONIC PAIN, LLC AND GENENTECH, INC. AS OF APRIL 11, 2018Exclusive Option and License Agreement • October 24th, 2022 • Yumanity Therapeutics, Inc. • Pharmaceutical preparations • California
PROTEOSTASIS THERAPEUTICS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • March 23rd, 2018 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • New York
Proteostasis Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC (“Leerink”), as follows:
YUMANITY THERAPEUTICS, INC. AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 24th, 2022 • Yumanity Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Amendment No. 1 to Registration Rights Agreement (this “Amendment”) is made as of __________, 2022, by and among Yumanity Therapeutics, Inc., a Delaware corporation (the “Company”), and the undersigned Purchasers (as defined in the Agreement, which is defined below). Capitalized terms used herein but not otherwise defined herein shall have the meanings given to them in the Agreement.
ContractProteostasis Therapeutics, Inc. • June 18th, 2015 • Pharmaceutical preparations • Massachusetts
THIS WARRANT AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION STATEMENT WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • November 6th, 2020 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “First Amendment”) is entered into and made effective as of November 6, 2020, by and among PROTEOSTASIS THERAPEUTICS, INC., a Delaware corporation (“PTI”), PANGOLIN MERGER SUB, INC., a Delaware corporation and wholly-owned subsidiary of PTI (“Merger Sub”), YUMANITY THERAPEUTICS, INC., a Delaware corporation (the “Company”), and YUMANITY HOLDINGS, LLC, a Delaware limited liability company (“Holdings”). PTI, Merger Sub, Holdings and the Company are sometimes individually referred to herein as a “Party” or collectively referred to herein as the “Parties”. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
