UNDERWRITING AGREEMENT between SIGNAL GENETICS, INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters SIGNAL GENETICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 29th, 2015 • Signal Genetics, Inc. • Services-medical laboratories • New York
The undersigned, Signal Genetics, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (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:
7,142,858 Shares of Common Stock Viridian Therapeutics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • January 19th, 2024 • Viridian Therapeutics, Inc.\DE • Services-medical laboratories • New York
MIRAGEN THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of Debt SecuritiesIndenture • March 31st, 2017 • Miragen Therapeutics, Inc. • Services-medical laboratories • New York
INDENTURE, dated as of , among MIRAGEN THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
SIGNAL GENETICS INC. Shares of Common Stock (par value $0.01 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • July 10th, 2015 • Signal Genetics, Inc. • Services-medical laboratories • New York
Signal Genetics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
Miragen Therapeutics, Inc. and _____________, As Warrant AgentCommon Stock Warrant Agreement • March 26th, 2020 • Miragen Therapeutics, Inc. • Services-medical laboratories • New York
This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between Miragen Therapeutics, 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”).
OPEN MARKET SALE AGREEMENTSMViridian Therapeutics, Inc.\DE • September 9th, 2022 • Services-medical laboratories • New York
SIGNAL GENETICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 19th, 2014 • Signal Genetics LLC • Services-medical laboratories • Delaware
This Indemnification Agreement (“Agreement”), dated as of [__], 2014, is by and between Signal Genetics, Inc., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • December 11th, 2019 • Miragen Therapeutics, Inc. • Services-medical laboratories • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of December 11, 2019 by and between MIRAGEN THERAPEUTICS, 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 11th, 2019 • Miragen Therapeutics, Inc. • Services-medical laboratories • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 11, 2019, by and between MIRAGEN THERAPEUTICS, 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”).
Form of Representative’s Warrant AgreementSignal Genetics, Inc. • January 29th, 2015 • Services-medical laboratories • Delaware
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF 180 DAYS FOLLOWING THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 28th, 2020 • Miragen Therapeutics, Inc. • Services-medical laboratories
This Registration Rights Agreement (this “Agreement”) is dated as of October 30, 2020, by and among Miragen Therapeutics, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 2nd, 2016 • Signal Genetics, Inc. • Services-medical laboratories • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April 30, 2015 (the “Effective Date”), between SILICON VALLEY BANK, a California corporation (“Bank”), and MIRAGEN THERAPEUTICS, INC. a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
MIRAGEN THERAPEUTICS, INC. COMMON STOCK SALES AGREEMENTCommon Stock • March 31st, 2017 • Miragen Therapeutics, Inc. • Services-medical laboratories • New York
Miragen Therapeutics, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
INDEMNITY AGREEMENTIndemnity Agreement • February 27th, 2024 • Viridian Therapeutics, Inc.\DE • Services-medical laboratories • Delaware
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of [●] between Viridian Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
Miragen Therapeutics, Inc., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt SecuritiesMiragen Therapeutics, Inc. • March 26th, 2020 • Services-medical laboratories • New York
VIRIDIAN THERAPEUTICS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2024 • Viridian Therapeutics, Inc.\DE • Services-medical laboratories • Massachusetts
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 10, 2024 (the “Effective Date”), is by and between Viridian Therapeutics, Inc., a Delaware corporation located at 221 Crescent Street, Suite 401, Waltham, MA 02453 (the “Company”), and Jennifer Tousignant, an individual residing at 29 Wheelock Road, Sutton, MA 01590 (“Executive”). (Executive and the Company collectively the “Parties” and each of the Parties referred to individually as a “Party”).
AGREEMENT AND PLAN OF MERGER among: MIRAGEN THERAPEUTICS, INC., a Delaware corporation; OCULUS MERGER SUB I, INC., a Delaware corporation; OCULUS MERGER SUB II, LLC, a Delaware limited liability company; and VIRIDIAN THERAPEUTICS, INC., a Delaware...Agreement and Plan of Merger • October 28th, 2020 • Miragen Therapeutics, Inc. • Services-medical laboratories • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of October 27, 2020, by and among MIRAGEN THERAPEUTICS, INC., a Delaware corporation (“Parent”), OCULUS MERGER SUB I, INC., a Delaware corporation and wholly owned subsidiary of Parent (“First Merger Sub”), OCULUS MERGER SUB II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Second Merger Sub” and together with First Merger Sub, “Merger Subs”), and VIRIDIAN THERAPEUTICS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
ContractMiragen Therapeutics, Inc. • November 15th, 2017 • Services-medical laboratories • 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.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 5th, 2022 • Viridian Therapeutics, Inc.\DE • Services-medical laboratories • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of April 1, 2022 and is entered into by and among VIRIDIAN THERAPEUTICS, 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 the “Lenders”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lenders (in such capacity, the “Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 30th, 2023 • Viridian Therapeutics, Inc.\DE • Services-medical laboratories • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of October 30, 2023, by and among VIRIDIAN THERAPEUTICS, INC., a Delaware corporation (the “Company”), and each purchaser identified on Annex A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
EXCLUSIVE PATENT LICENSE AGREEMENT BETWEEN THE UNIVERSITY OF TEXAS SYSTEM AND MIRAGEN THERAPEUTICS, INC.Exclusive Patent License Agreement • January 4th, 2017 • Signal Genetics, Inc. • Services-medical laboratories • Texas
THIS EXCLUSIVE PATENT LICENSE AGREEMENT (“AGREEMENT”) is between the Board of Regents (“BOARD”) of The University of Texas System (“SYSTEM”), an agency of the State of Texas, on behalf of The University of Texas Southwestern Medical Center at Dallas, whose address is 5323 Harry Hines Boulevard, Dallas, Texas 75390-9094 (“UT SOUTHWESTERN”), a component institution of SYSTEM, and Miragen Therapeutics, Inc. (“LICENSEE”), a Delaware corporation having a principal place of business located at 1900 Ninth Street, Suite 200, Boulder, Colorado 80302.
LICENSE AGREEMENTLicense Agreement • April 9th, 2014 • Signal Genetics LLC • Services-medical laboratories • Arkansas
THIS LICENSE AGREEMENT (this “AGREEMENT”) is made by and between the Board of Trustees of the University of Arkansas acting for and on behalf of the University of Arkansas for Medical Sciences, a public institution of higher education having principal offices at 2404 North University Avenue, Little Rock, Arkansas 72207, United States of America (hereinafter “UNIVERSITY”), and Myeloma Health LLC, a Delaware limited liability company having a principal office at 667 Madison Avenue, 14th Floor, New York, New York 10065 (hereinafter “LICENSEE”), as of the EFFECTIVE DATE (as later defined herein).
LEASE CRESTVIEW, LLC (as Landlord) and MIRAGEN THERAPEUTICS, INC. (as Tenant)Lease • December 2nd, 2016 • Signal Genetics, Inc. • Services-medical laboratories • Colorado
THIS LEASE is made this 16th day of December, 2010, by and between CRESTVIEW, LLC, a Colorado limited liability company (“Landlord”) and MIRAGEN THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2014 • Signal Genetics, Inc. • Services-medical laboratories • New York
This Amended and Restated Employment Agreement (this “Agreement”) is entered into effective as of June 17, 2014 (the “Effective Date”) between Signal Genetics, Inc. (the “Company” or “SG”) and Samuel D. Riccitelli (the “Executive”). (Executive and the Company are referenced collectively herein as the “Parties.”)
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • November 30th, 2023 • Viridian Therapeutics, Inc.\DE • Services-medical laboratories
This Registration Rights Agreement (this “Agreement”) is dated as of _________, 2023, by and among Viridian Therapeutics, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SUBCONTRACT AGREEMENT BETWEEN YALE UNIVERSITY AND MIRAGEN THERAPEUTICS, INC.Subcontract Agreement • January 4th, 2017 • Signal Genetics, Inc. • Services-medical laboratories
This Subcontract Agreement for the development of promiR-29 for the treatment of patients with Pulmonary Fibrosis (the “Subcontract”) is entered into on the 1st day of October, 2014 (the “Effective Date”) by and between Yale University, a nonprofit corporation, organized and existing under and by virtue of a special charter granted by the General Assembly of the Colony and State of Connecticut (“Yale”), located at 47 College Street, Suite 203, New Haven, CT 06510 (“Yale”) and MiRagen Therapeutics, Inc. (“MiRagen”), a Delaware corporation with offices at 6200 Lookout Rd., Suite 100, Boulder, CO 80301. Yale and MiRagen may be referred to herein individually as a “Party” and collectively, as “Parties.”
REFERENCE LABORATORY SERVICES AGREEMENTReference Laboratory Services Agreement • March 19th, 2014 • Signal Genetics LLC • Services-medical laboratories • Arkansas
This Reference Laboratory Services Agreement (the “Agreement”) made this March 21, 2011, by and between The Board of Trustees of the University of Arkansas acting for and on behalf of the UNIVERSITY OF ARKANSAS FOR MEDICAL SCIENCES’ Clinical Laboratory (hereinafter called “UAMS”) and SIGNAL GENETICS LLC, a Delaware limited liability company, (hereinafter called “LABORATORY”) with reference to the following facts:
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SIGNAL GENETICS, LLC a Delaware Limited Liability Company Dated as of June [•], 2014Limited Liability Company Agreement • June 6th, 2014 • Signal Genetics LLC • Services-medical laboratories • Delaware
SECOND AMENDMENT OF THE LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • January 4th, 2017 • Signal Genetics, Inc. • Services-medical laboratories
This SECOND AMENDMENT OF THE LICENSE AND COLLABORATION AGREEMENT (this “Second Amendment”) is made and effective as of April 10, 2014 (the “Second Amendment Effective Date”) by and between Miragen Therapeutics, Inc., a corporation organized and existing under the laws of Delaware, having its principal place of business at 6200 Lookout Rd., Suite 100, Boulder, CO 80301, USA (“Miragen”) on the first part, and Les Laboratoires Servier, a corporation organized and existing under the laws of France, having offices at 50 rue Carnot, 92284 Suresnes cedex France and Institut de Recherches Servier, a corporation organized and existing under the laws of France, having offices at 3 rue de la République, 92150 Suresnes, France (these two entities jointly referred to as “Servier”) on the second part. Servier and Miragen are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
LEASE AGREEMENTUams Bioventures • March 21st, 2016 • Signal Genetics, Inc. • Services-medical laboratories • Arkansas
This agreement of Lease made and entered into by and between the Board of Trustees of the University of Arkansas acting for and on behalf of the University of Arkansas for Medical Sciences (hereinafter referred to as “UNIVERSITY”) and Signal Genetics, Inc., a corporation organized and existing under the laws of the State of Delaware ( hereinafter referred to as “CLIENT”).
VIRIDIAN THERAPEUTICS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • June 23rd, 2022 • Viridian Therapeutics, Inc.\DE • Services-medical laboratories • Massachusetts
This EMPLOYMENT AGREEMENT (the “Agreement”), dated as of May 25, 2022 (the “Effective Date”), is by and between Viridian Therapeutics, Inc., a Delaware corporation (the “Company”), and Carrie L. Melvin (“Executive”). (Executive and the Company collectively the “Parties” and each of the Parties referred to individually as a “Party”).
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • January 4th, 2017 • Signal Genetics, Inc. • Services-medical laboratories
SIGNAL GENETICS, INC. STOCK OPTION GRANT AGREEMENT UNDER THE 2014 STOCK INCENTIVE PLANStock Option Grant Agreement • December 2nd, 2016 • Signal Genetics, Inc. • Services-medical laboratories
This Stock Option Grant Agreement (this “Grant Agreement”), is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Signal Genetics, Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”), pursuant to the Signal Genetics, Inc. 2014 Stock Incentive Plan (the “Plan”). Capitalized terms not defined herein have the meanings ascribed to them in the Plan. Where the context permits, references to the Company include any successor to the Company.
REFERENCE LABORATORY SERVICES AGREEMENTReference Laboratory Services Agreement • December 23rd, 2014 • Signal Genetics, Inc. • Services-medical laboratories • Arkansas
This Reference Laboratory Services Agreement (the “Agreement”) made this September 20, 2014, by and between The Board of Trustees of the University of Arkansas acting for and on behalf of the UNIVERSITY OF ARKANSAS FOR MEDICAL SCIENCES (hereinafter called “UAMS”) and SIGNAL GENETICS, INC., a Delaware corporation, (hereinafter called “LABORATORY”) with reference to the following facts:
EMPLOYMENT AGREEMENTEmployment Agreement • April 9th, 2014 • Signal Genetics LLC • Services-medical laboratories • New York
This Employment Agreement (the “Agreement”) is entered into effective as of October 31, 2012 (the “Effective Date”) between Signal Genetics, LLC (the “Company” or “SG”) and Samuel D. Riccitelli (“Executive”). (Executive and the Company are referenced collectively herein as the “Parties.”)
