OPEN MARKET SALE AGREEMENTSMCue Biopharma, Inc. • October 1st, 2021 • Pharmaceutical preparations • New York
OPEN MARKET SALE AGREEMENTSMOpen Market Sale • November 9th, 2021 • Cue Biopharma, Inc. • Pharmaceutical preparations • New York
Cue Biopharma, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.001 per share (the “Common Shares”), having an aggregate offering price of up to $80,000,000 on the terms set forth in this agreement (this “Agreement”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 21st, 2017 • Cue Biopharma, Inc. • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of __________ between Imagen Biopharma, Inc., a Delaware corporation (the “Company”), and ________________ (“Indemnitee”).
CUE BIOPHARMA, INC. Common Stock ($0.001 par value per share) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENTTerms Agreement • June 22nd, 2020 • Cue Biopharma, Inc. • Pharmaceutical preparations • New York
Cue Biopharma, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Stifel, Nicolaus & Company, Incorporated (“Stifel”), as sales agent and/or principal (“Agent”), shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), having an aggregate offering price of up to $40,000,000.00 on the terms set forth in Section 2 of this At-The-Market Equity Offering Sales Agreement (the “Agreement”). The Company agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement.
ContractUnderwriter Warrant • March 29th, 2018 • Cue Biopharma, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
ESCROW AGREEMENT (PUBLIC OFFERING)Escrow Agreement • December 5th, 2017 • Cue Biopharma, Inc. • Pharmaceutical preparations • New York
THIS AGREEMENT (this “Agreement”) is made this November 24, 2017 by and among Cue Biopharma, Inc. (the “Issuer”) and the Underwriter whose name and address appears on the Information Sheet (as defined herein) attached to this Agreement and Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004 (the “Escrow Agent”).
REGISTRATION RIGHTS AGREEMENT FOR INVESTORSRegistration Rights Agreement • September 21st, 2017 • Cue Biopharma, Inc. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June 15 , 2015, by and among Imagen Biopharma, Inc., a Delaware corporation (“Company”), and the persons listed on Schedule A hereto and MDB Capital Group LLC for itself and for its affiliates, referred to individually as the “Holder” and collectively as the “Holders”.
CUE BIOPHARMA, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 5th, 2017 • Cue Biopharma, Inc. • Pharmaceutical preparations • New York
The undersigned, Cue Biopharma, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with MDB Capital Group, LLC (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:
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 16th, 2022 • Cue Biopharma, Inc. • Pharmaceutical preparations
CUE BIOPHARMA, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 24th, 2020 • Cue Biopharma, Inc. • Pharmaceutical preparations • Delaware
This Executive Employment Agreement (“Agreement”), dated as of August 21, 2020 (the “Effective Date”), is made by and between Cue Biopharma, Inc., a Delaware corporation (“Cue” or the “Company”)), and Kerri-Ann Millar (“Executive,” and together with Cue, the “Parties”).
IMAGEN BIOPHARMA, INC. Warrant To Purchase Common StockCue Biopharma, Inc. • September 21st, 2017 • New York
Imagen Biopharma, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, MDB Capital Group, LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant (including any Warrants to purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or from time to time on or after the date hereof (the “Vesting Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below in Section 17), such number of fully paid and non-assessable shares of Common Stock (the “Warrant Shares”) as set forth herein in Section 1(c), subject to adjustment as herein provided. Except as otherwise defined herein, capitalized terms in this Warrant shall have the
CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR SUCH PORTIONS. ASTERISKS DENOTE OMISSIONS.Exclusive Patent License and Research • December 13th, 2017 • Cue Biopharma, Inc. • Pharmaceutical preparations • New York
This Agreement ( “Agreement”) is effective as of November 14, 2017, (the “Effective Date”) and is entered into by and between CUE BIOPHARMA, INC., a corporation organized and existing under the laws of Delaware (“Company”) and MERCK SHARP & DOHME CORP., a corporation organized and existing under the laws of New Jersey (“Merck”).
Cue Biopharma, Inc. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 21st, 2017 • Cue Biopharma, Inc. • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December ___, 2016, is made and entered into by and between Cue Biopharma, Inc., a Delaware corporation (formerly Imagen Biopharma, Inc.) with its principal executive offices located at 675 W. Kendall St., Cambridge, MA 02142 (the “Company”), and each of the purchasers listed on Schedule A hereto (the “Purchasers”).
License AgreementLicense Agreement • March 30th, 2022 • Cue Biopharma, Inc. • Pharmaceutical preparations • Massachusetts
This License Agreement, made and entered into as of March 28, 2022 (“Agreement”), by and between Cue Biopharma, Inc., a Delaware corporation, having a place of business located at 40 Guest Street, Boston, MA 02135 (“Licensee”) and MIL 40 G, LLC, a Delaware limited liability company, having a place of business located at 40 Guest Street, Boston, MA 02135 (“SmartLabs”).
COLLABORATION, LICENSE AND OPTION AGREEMENT By and Between Cue Biopharma, Inc. and LG Chem, Ltd. Dated as of November 6, 2018Stock Purchase Agreement • December 26th, 2018 • Cue Biopharma, Inc. • Pharmaceutical preparations • New York
THIS COLLABORATION, LICENSE AND OPTION AGREEMENT (this “Agreement”) is entered into as of November 6, 2018 (the “Effective Date”), by and between CUE BIOPHARMA, INC., a Delaware corporation, having an address of 21 Erie Street, Cambridge, MA 02139 (“Cue”), and LG CHEM LTD., with its principal place of business at LG Twin Towers, 128, Yeoui-daero, Yeongdeungpo-gu, Seoul, 07336, Republic of Korea (“LGC”). Cue and LGC may be referred to herein individually as a “Party” or collectively as the “Parties”. Contemporaneously, the Parties are entering into a Stock Purchase Agreement dated the Effective Date for LGC’s purchase of Cue’s publicly traded common stock and an amendment of the Einstein License Agreement (as defined below).
Re: Engagement AgreementLetter Agreement • September 21st, 2017 • Cue Biopharma, Inc. • California
This letter agreement (the “Agreement”) confirms the terms and conditions that will govern ImaGen Biopharma, Inc. (together with its affiliates, subsidiaries, predecessors, and successors, the “Company”) engagement (the “Engagement”) of MDB Capital Group, LLC (together with its affiliates, “MDB”) as the Company’s exclusive financial advisor and placement agent in connection with an offering or series of offerings of Company securities.
IMAGEN BIOPHARMA, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 21st, 2017 • Cue Biopharma, Inc. • Massachusetts
This Employment Agreement (the “Agreement”) is made and entered into by and between Ronald D. Seidel, an individual, (“Executive”) and Imagen Biopharma, Inc., a Delaware corporation (the “Company”), to be effective as of the closing date of a private placement of the Company’s securities resulting in gross proceeds of no less than $5,000,000 and occurring no later than June 30, 2015, which may be extended by the Company for an additional ninety (90) days (the “Effective Date”).
JOINDER AND AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 21st, 2017 • Cue Biopharma, Inc.
THIS JOINDER AND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Joinder”) is made and entered into as of December ___, 2016, by and among Cue Biopharma, Inc., a Delaware corporation (the “Company”), and the other parties signatory hereto (collectively, the “2016 Investors”).
License AgreementLicense Agreement • March 29th, 2018 • Cue Biopharma, Inc. • Pharmaceutical preparations • Massachusetts
This License Agreement, made and entered into as of 1/19/2018 (“Agreement”), is a binding contract made by and between Cue Biopharma, Inc., a Delaware corporation having a place of business located at 675 W. Kendall Street, Cambridge, Massachusetts (“Licensee”) and MIL 21E, LLC, a Delaware limited liability company having a place of business located at 675 West Kendall Street, Cambridge, MA 02142 (“Licensor”).
CONSULTING AGREEMENTConsulting Agreement • August 8th, 2023 • Cue Biopharma, Inc. • Pharmaceutical preparations • Massachusetts
THIS CONSULTING AGREEMENT (the “Agreement”), effective June 7, 2023 (the “Effective Date”), is entered into between Cue Biopharma, Inc., a Delaware corporation having an address of 40 Guest Street, Boston, Massachusetts 02135 (the “Company”), and Peter A Kiener, D.Phil, having an address of [**].
AMENDMENT NO. 1 TO CONSULTING AGREEMENTConsulting Agreement • March 16th, 2022 • Cue Biopharma, Inc. • Pharmaceutical preparations • Massachusetts
THIS AMENDMENT NO. 1 TO CONSULTING AGREEMENT (this “Amendment”), dated as of December 15, 2021, is entered into by and between Cue Biopharma, Inc., a Delaware corporation (the “Company”), and Kenneth J. Pienta (the “Consultant”). Reference is made to that certain Consulting Agreement, dated as of January 1, 2017, by and between the Company and the Consultant (the “Agreement”).
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. SECOND AMENDMENT TO THE...License Agreement • March 28th, 2024 • Cue Biopharma, Inc. • Pharmaceutical preparations
This Second Amendment to the Amended and Restated License Agreement (“Second Amendment”) is by and between Albert Einstein College of Medicine, a New York education corporation, having an office and place of business at 1300 Morris Park Avenue, Bronx, New York 10461 (“Licensor”) and Cue Biopharma, Inc., a corporation organized and existing under the laws of the State of Delaware, having an office and place of business at 40 Guest Street, Boston, MA 02135 (“Licensee”). The effective date of this Second Amendment is January 13, 2024 (“Second Amendment Effective Date”).
MDB Capital Group, LLCCue Biopharma, Inc. • December 5th, 2017 • Pharmaceutical preparations
Real Estate License AgreementReal Estate License Agreement • September 21st, 2017 • Cue Biopharma, Inc. • Massachusetts
This License Agreement, made July 29, 2015 (“Agreement”) is by and between Imagen Biopharma, Inc., a Delaware corporation having a place of business located at Mass Innovation Labs, c/o Imagen Biopharma, 675 West Kendall Street, Cambridge, MA 02142 (“Licensee”) and Mass Innovation Labs, LLC, a Delaware limited liability company, having a place of business located at 675 West Kendall Street, Cambridge, MA 02142 (“Licensor”).
Third Amendment to Vivarium AgreementVivarium Agreement • November 9th, 2020 • Cue Biopharma, Inc. • Pharmaceutical preparations
This Third Amendment to Vivarium Agreement ("Third Amendment") is dated July 20, 2020 ("Third Amendment Effective Date") and is entered into by and between Cue Biopharma, Inc. ("Licensee") and MIL 21E, LLC ("Licensor").
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 21st, 2023 • Cue Biopharma, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ______ between Cue Biopharma, Inc., a Delaware corporation (the “Company”), and __________(“Indemnitee”).
Subscription AgreementSubscription Agreement • December 5th, 2017 • Cue Biopharma, Inc. • Pharmaceutical preparations
This subscription (this “Subscription”) is dated [l], 2017, by and between the investor identified on the signature page hereto (the “Investor”) and Cue Biopharma, Inc., a Delaware corporation (the “Company”). The parties agree as follows:
THIRD Amendment to Collaboration, LICENSE and Option AgreementLicense and Option Agreement • March 9th, 2021 • Cue Biopharma, Inc. • Pharmaceutical preparations
This Third Amendment to the Collaboration, License and Option Agreement (the “Third Amendment”) is entered into as of October 29, 2019 (the “Third Amendment Effective Date”) by and between Cue Biopharma, Inc., a Delaware corporation, having an address of 21 Erie Street, Cambridge, MA 02139 (“Cue”), and LG Chem Ltd., with its principal place of business at LG Twin Towers, 128, Yeoui-daero, Yeongdeungpo-gu, Seoul, 07336, Republic of Korea (“LGC”). Cue and LGC may be referred to herein individually as a “Party” or collectively as the “Parties”.
FIRST AMENDMENT to THE EXCLUSIVE PATENT LICENSE AND RESEARCH COLLABORATION AGREEMENTPatent License and Research Collaboration Agreement • March 9th, 2021 • Cue Biopharma, Inc. • Pharmaceutical preparations • New York
This Amendment to the Exclusive Patent License And Research Collaboration Agreement (this “Amendment”) is entered into as of November 9, 2020 (the “First Amendment Effective Date”), by and between CUE BIOPHARMA, INC., a corporation organized and existing under the laws of Delaware (“Company” or “Cue”) and MERCK SHARP & DOHME CORP., a corporation organized and existing under the laws of New Jersey (“Merck”). Cue and Merck may be referred to herein individually as a “Party” or collectively as the “Parties”.
FIRST AMENDMENT TO THE AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • March 9th, 2021 • Cue Biopharma, Inc. • Pharmaceutical preparations
This First Amendment to the Amended and Restated License Agreement (“First Amendment”) is by and between Albert Einstein College of Medicine, Inc., a corporation organized and existing under the laws of the State of New York, having an office and place of business at 1300 Morris Park Avenue, Bronx, New York 10461 (“Licensor”) and Cue Biopharma, Inc., a corporation organized and existing under the laws of the State of Delaware, having an office and place of business at c/o MDB Capital Group LLC, 401 Wilshire Blvd, Suite 1020, Santa Monica, California 90401 (“Licensee”). The effective date of this First Amendment is October 30, 2018 (“First Amendment Effective Date”).
IMAGEN BIOPHARMA, INC. EMPLOYMENT AGREEMENTEmployment Agreement • September 21st, 2017 • Cue Biopharma, Inc. • Delaware
This Employment Agreement (“Agreement”), dated as of August 29, 2016 (the “Effective Date”), is made by and between Imagen Biopharma, Inc., a Delaware corporation (“Imagen”) and Daniel Passeri (“Executive,” and together with Imagen, the “Parties”).
Second Amendment to Real Estate License AgreementReal Estate License Agreement • September 21st, 2017 • Cue Biopharma, Inc.
This Second Amendment to Real Estate License Agreement, dated June 28, 2017 (this "Second Amendment"), is entered into by and between Cue Biopharma, Inc. (f/k/a Imagen Biopharma, Inc.), a Delaware corporation ("Licensee"), and Mass Innovation Labs, LLC, a Delaware limited liability company ("Licensor").
Third Amendment to License AgreementLicense Agreement • November 9th, 2021 • Cue Biopharma, Inc. • Pharmaceutical preparations
This Third Amendment to License Agreement (“Third Amendment”) is made as of October 1, 2021, by and between Cue Biopharma, Inc. (“Licensee”) and MIL 21E, LLC (“Licensor”).
IRREVOCABLE WAIVER AND AMENDMENT TO SECURITIES PURCHASE AGREEMENTSSecurities Purchase Agreements • December 5th, 2017 • Cue Biopharma, Inc. • Pharmaceutical preparations • Delaware
THIS IRREVOCABLE WAIVER AND AMENDMENT TO SECURITIES PURCHASE AGREEMENTS (this “Amendment”) is made and entered into this as of November __, 2017, by and among Cue Biopharma, Inc., a Delaware corporation (the “Company”), and the Purchasers (as defined in the Recitals below). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement (defined in the Recitals below).
WAIVER AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 9th, 2023 • Cue Biopharma, Inc. • Pharmaceutical preparations • Massachusetts
This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 10th day of April, 2023 by and between Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.A. (as successor to Silicon Valley Bank)) (“Bank”) and Cue Biopharma, Inc., a Delaware corporation (“Borrower”), whose address is 21 Erie Street, Cambridge, Massachusetts 02139.
