Arsanis, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 6th, 2017 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Delaware

This Indemnification Agreement (“Agreement”) is made as of [ ], 20[ ] by and between Arsanis, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”)[Solely with respect to officers and directors that execute this form of indemnification agreement on or prior to the Company’s initial public offering: and shall be effective as of the effectiveness of a Registration Statement on Form S-1 relating to the initial registration under the Securities Act of 1933, as amended, of shares of the Company’s common stock].

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X4 PHARMACEUTICALS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of ________, 20__ Debt Securities
Indenture • August 7th, 2020 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • New York

INDENTURE, dated as of ________, 20__, among X4 Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):

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X4 PHARMACEUTICALS, INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF
Common Stock Warrant Agreement • October 19th, 2020 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • New York

COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between X4 PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

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X4 PHARMACEUTICALS, INC. and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF
Preferred Stock Warrant Agreement • October 19th, 2020 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • New York

PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between X4 PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

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Contract
Arsanis, Inc. • March 13th, 2019 • Biological products, (no disgnostic substances) • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

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PURCHASE AGREEMENT
Purchase Agreement • January 14th, 2022 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • Illinois

THIS PURCHASE AGREEMENT (the "Agreement"), dated as of January 14, 2022, is made by and between X4 PHARMACEUTICALS, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the "Investor").

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X4 PHARMACEUTICALS, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF
Debt Securities Warrant Agreement • October 19th, 2020 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • New York

DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between X4 PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

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COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • October 16th, 2020 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • Illinois

COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of October 14, 2020, by and between X4 PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 16th, 2020 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • Illinois

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 14, 2020, by and between X4 PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 14th, 2022 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • Illinois

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 14, 2022, is entered into by and between X4 PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

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Contract
Warrant Agreement • March 13th, 2019 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR 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.

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Certain schedules and exhibits have been omitted from this Exhibit pursuant to Item 601(a)(5) of Regulation S-K. X4 Pharmaceuticals, Inc. will furnish a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission or its...
Loan and Security Agreement • November 9th, 2023 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • California

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of August 2, 2023, is entered into by and among X4 PHARMACEUTICALS, INC., a Delaware corporation (formerly known as ARSANIS, INC.) (“X4 Pharmaceuticals”), X4 THERAPEUTICS, INC., a Delaware corporation (formerly known as X4 PHARMACEUTICALS, INC.) (“X4 Therapeutics”; togaether with X4 Pharmaceuticals, collectively, “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (collectively, referred to as the “Lender”), and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lender (together with its successors and assigns, in such capacity, the “Agent”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 16th, 2023 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • Delaware

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 15, 2023, by and among X4 Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 13th, 2019 • Arsanis, Inc. • Biological products, (no disgnostic substances) • California

THIS LOAN AND SECURITY AGREEMENT is made and dated as of October 19, 2018 and is entered into by and between X4 PHARMACEUTICALS, INC. a Delaware corporation, and each of its Qualified Subsidiaries (hereinafter collectively referred to as the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lender (in such capacity, the “Agent”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 10th, 2017 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS AGREEMENT (the “Agreement”) is made and entered into as of [ ] between Arsanis, Inc., a Delaware corporation (the “Company,” which term shall include where appropriate, any Entity (as hereinafter defined)), and [ ] (“Indemnitee”).

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Arsanis, Inc. [●] Shares Common Stock ($0.001 par value) Underwriting Agreement
Arsanis, Inc. • November 6th, 2017 • Biological products, (no disgnostic substances) • New York

Arsanis, Inc., a corporation organized under the laws of Delaware (the “Issuer”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc., Cowen and Company, LLC and Piper Jaffray & Co. (the “Representatives”) are acting as representatives, [●] shares of common stock, $0.001 par value per share (“Common Stock”) of the Issuer (said shares to be issued and sold by the Issuer being hereinafter called the “Underwritten Securities”). The Issuer also proposes to grant to the Underwriters an option to purchase up to [●] additional shares of Common Stock to cover over-allotments, if any (the “Option Securities;” the Option Securities, together with the Underwritten Securities, hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall

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X4 Pharmaceuticals, Inc. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales Agreement
X4 Pharmaceuticals, Inc • August 7th, 2020 • Biological products, (no disgnostic substances) • New York
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 16th, 2023 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 15, 2023, by and among X4 Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of May 15 2023 (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

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ARSANIS, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • October 20th, 2017 • Arsanis, Inc. • Biological products, (no disgnostic substances)

This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.

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BAY COLONY CORPORATE CENTER WALTHAM, MASSACHUSETTS Lease Dated June 6, 2018
Agreement • June 12th, 2018 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Massachusetts

THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in a certain building (the “Building”) known as, and with an address at, 950 Winter Street, Waltham, Massachusetts 02451.

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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 17th, 2022 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • Massachusetts

THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of March 7, 2022, (the “Effective Date”) by and between X4 Pharmaceuticals, Inc. (the “Company”), and Dr. Diego Cadavid (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

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Contract
X4 Pharmaceuticals, Inc • March 12th, 2020 • Biological products, (no disgnostic substances) • Massachusetts
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X4 PHARMACEUTICALS, INC. 5,670,000 Shares of Common Stock Pre-Funded Warrants to Purchase 2,130,000 Shares of Common Stock Class A Warrants to Purchase 3,900,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • April 15th, 2019 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • New York
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Contract
Warrant Agreement • May 15th, 2019 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • Delaware

THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR 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.

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 12th, 2020 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • Massachusetts

This Executive Employment Agreement (the “Agreement”), is made and entered into this 22nd day of April, 2019 (the “Effective Date”), and is by and between X4 Pharmaceuticals, Inc. (“Company”), and E. Lynne Kelley, M.D. (“Executive”).

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LEASE BETWEEN X4 PHARMACEUTICALS, INC., AS TENANT AND BRICKMAN 955 MASSACHUSETTS LLC, AS LANDLORD 955 MASSACHUSETTS AVENUE, CAMBRIDGE, MASSACHUSETTS
Lease • March 13th, 2019 • Arsanis, Inc. • Biological products, (no disgnostic substances)

THIS LEASE is dated as of January 20, 2017 between the Landlord and the Tenant named below, and is of space in the Building described below.

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ARSANIS, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Dated as of April 12, 2016 Amended as of November 3, 2017
Rights Agreement • November 6th, 2017 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Delaware

This Second Amended and Restated Investors’ Rights Agreement (this “Agreement”) is entered into as of 12th day of April, 2016, and amended as of November 3, 2017, by and among Arsanis, Inc., a Delaware corporation (the “Company”) and the individuals and entities listed on Exhibit A attached hereto (the “Investors”).

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Amended and Restated Letter Agreement for David Mantus
Letter Agreement • February 13th, 2019 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This letter (the “Letter Agreement”) amends and restates the terms and conditions of your employment with Arsanis, Inc. (“Arsanis” or “Company”), as initially set forth in the offer letter dated September 24, 2015 (the “Original Offer Letter”), and will take effect upon the closing of the Company’s initial public offering (the “Effective Date”), provided that you remain employed by the Company as of the Effective Date. Until the Effective Date, the Original Offer Letter will remain in force and effect and continue to govern your employment with the Company. This Letter Agreement contains the following terms:

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OPTION AND LICENSE AGREEMENT
Option and License Agreement • October 20th, 2017 • Arsanis, Inc. • Biological products, (no disgnostic substances) • New York

THIS OPTION AND LICENSE AGREEMENT (the “Agreement”) is made effective as of February 27, 2017 (the “Effective Date”), by and between ADIMAB, LLC, a Delaware limited liability company having an address at 7 Lucent Drive, Lebanon, NH 03766 (“Adimab”), and ARSANIS INC., a Delaware corporation having an address at 890 Winter Street, Suite 230, Waltham, MA 02451-1472 (“Arsanis”).

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X4 PHARMACEUTICALS, INC. RESTRICTED STOCK UNIT AWARD GRANT AGREEMENT
Restricted Stock Unit Award Grant Agreement • June 19th, 2019 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances) • Delaware

This Restricted Stock Unit Award shall vest as follows provided the Participant is an Eligible Participant on the applicable vesting date:

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LEASE LANDLORD: WALTHAM WINTER STREET 890 LP TENANT: ARSANIS, INC. Lease Dated: October 30, 2015
Lease • October 20th, 2017 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Massachusetts
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X4 PHARMACEUTICALS, INC. NON-QUALIFIED OPTION AGREEMENT (DIRECTOR GRANTS)
Non-Qualified Option Agreement • May 15th, 2019 • X4 Pharmaceuticals, Inc • Biological products, (no disgnostic substances)

This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.

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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 13th, 2019 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This Amended and Restated Executive Employment Agreement (the “Agreement”), by and between X4 Pharmaceuticals, Inc. (“Company”) and Paula Ragan, Ph.D (“Executive”), is made and entered into as of the date the Agreement is approved by the Company’s Board of Directors or an appropriate committee thereof (the “Effective Date”).

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Confidential November 26, 2018 David Mantus Retention Bonus Agreement Dear Dave,
Retention Bonus Agreement • February 13th, 2019 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Massachusetts

On behalf of Arsanis, Inc. (the “Company”), I would like to thank you for your continued service to the Company and emphasize your importance to our organization and its success. I am pleased to inform you that, as an incentive for your continued service to the Company, the Company is making you eligible for a special retention bonus, subject to the satisfaction of the terms and conditions described in this letter agreement.

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Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions.
Letter Agreement • October 20th, 2017 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Delaware

This letter agreement (including all appendices and attachments hereto, the “Letter Agreement”) is entered into in connection with the investment by the Bill & Melinda Gates Foundation (the “Foundation”), a Washington charitable trust that is a tax-exempt private foundation, of eight million dollars ($8,000,000.00) (the “Foundation Investment”) in Series D Preferred Stock of Arsanis, Inc. (the “Company”) at a purchase price of $3.2457 per share in accordance with the terms of a Series D Preferred Stock Purchase Agreement dated April 24, 2017 (the “Purchase Agreement”). The Foundation is making the Foundation Investment to induce the Company to perform the Global Access Commitments set forth herein, and the Company acknowledges and agrees that it would not undertake such Global Access Commitments absent the Foundation Investment. The Foundation Investment will be made in accordance with the provisions of the Purchase Agreement and this Letter Agreement (collectively, and together with a

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