Exicure, Inc., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], Debt SecuritiesIndenture • December 21st, 2020 • Exicure, Inc. • Pharmaceutical preparations • New York
WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 16th, 2021 • Exicure, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 14, 2021, between Exicure, 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”).
EXICURE, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • December 21st, 2020 • Exicure, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between EXICURE, 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”).
EXICURE, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • December 21st, 2020 • Exicure, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between Exicure, 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”).
COMMON STOCK PURCHASE WARRANT EXICURE, INC.Common Stock Purchase • December 16th, 2021 • Exicure, Inc. • 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 the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Exicure, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT EXICURE, INC.Exicure, Inc. • December 16th, 2021 • 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Exicure, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
STRICTLY CONFIDENTIAL Exicure, Inc.Letter Agreement • December 16th, 2021 • Exicure, Inc. • Pharmaceutical preparations • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 2nd, 2017 • Exicure, Inc. • Blank checks • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of February 17, 2016 and is entered into by and among EXICURE, INC., a Delaware corporation (hereinafter 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 TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent for itself and the Lender (in such capacity, the “Agent”).
ContractExicure, Inc. • October 2nd, 2017 • Blank checks • New York
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 UNDER SUCH ACT OR UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER SUCH ACT.
10,000,000 Shares of Common Stock EXICURE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 23rd, 2019 • Exicure, Inc. • Pharmaceutical preparations • New York
Exicure, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 10,000,000 shares (the “Firm Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”). The Company also proposes to issue and sell to the several Underwriters up to an additional 1,500,000 shares (the “Additional Shares”) of Common Stock at the option of the Underwriters as provided in Section 2(c) below. The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the “Shares.” Guggenheim Securities, LLC (“Guggenheim Securities”) is acting as representative (the “Representative”) of the several Underwriters in connection with the offering and sale of the Shares contemplated herein (the “Offering”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • June 19th, 2017 • Max-1 Acquisition Corp • Blank checks • Delaware
AGREEMENT (this “Agreement”) entered into as of the 15th day of June, 2017, by and between Max-1 Acquisition Corporation, a Delaware corporation (the “Company”), and _________ (the “Purchaser”).
27,500,000 Shares of Common Stock EXICURE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 2nd, 2019 • Exicure, Inc. • Pharmaceutical preparations • New York
Exicure, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 27,500,000 shares (the “Firm Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”). The Company also proposes to issue and sell to the several Underwriters up to an additional 4,125,000 shares (the “Additional Shares”) of Common Stock at the option of the Underwriters as provided in Section 2(c) below. The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the “Shares.” Guggenheim Securities, LLC (“Guggenheim Securities”) is acting as representative (the “Representative”) of the several Underwriters in connection with the offering and sale of the Shares contemplated herein (the “Offering”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among MAX-1 ACQUISITION CORPORATION, a Delaware corporation, MAX-1 ACQUISITION SUB, INC., a Delaware corporation, and EXICURE, INC., a Delaware corporation September 26, 2017Agreement and Plan of Merger and Reorganization • October 2nd, 2017 • Exicure, Inc. • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of September 26, 2017, by and among MAX-1 ACQUISITION CORPORATION, a Delaware corporation (the “Parent”), MAX-1 ACQUISITION SUB, INC., a Delaware corporation (the “Acquisition Subsidiary”), and EXICURE, INC., a Delaware corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • October 2nd, 2017 • Exicure, Inc. • Blank checks • New York
This Subscription Agreement (this “Agreement”) has been executed by the purchaser set forth on the signature page hereof (the “Purchaser”) in connection with the private placement offering (the “Offering”) by Max-1 Acquisition Corporation (to be renamed “Exicure, Inc.” upon consummation of the Merger (as defined below)), a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2022 • Exicure, Inc. • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 26, 2022, by and among Exicure, Inc., a Delaware corporation (the “Company”), and each purchasers identified on Schedule 1 hereto (each, including its successors and assigns, a “Purchaser” and together, the “Purchasers”), and shall become effective as of the Closing (as defined in the Purchase Agreement, defined below).
Employment AgreementEmployment Agreement • March 27th, 2023 • Exicure, Inc. • Pharmaceutical preparations • Illinois
This Employment Agreement (the “Agreement”) between Exicure, Inc., a Delaware corporation (the “Company”), and Sarah Longoria (the “Executive”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”), is entered into as of March 5th, 2021.
Total Issue Amount : USD 1,000,000 Subscription Agreement Execution Date: [5/16], 2023 Payment Date and Issue Date: [5/16], 2023Convertible Bond Subscription Agreement • August 11th, 2023 • Exicure, Inc. • Pharmaceutical preparations
This Convertible Bond Subscription Agreement (the “Agreement”) is made and entered into by and among the following parties as of [5/16], 2023.
Separation and Release AgreementSeparation and Release Agreement • August 11th, 2023 • Exicure, Inc. • Pharmaceutical preparations • Illinois
This Separation and Release Agreement (the “Agreement”) by and between Exicure, Inc. (the “Company”) and Elias Papadimas (“You” or “Your”) (the Company and You collectively referred to as the “Parties”), is entered into and effective as of April 26, 2023 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 11th, 2023 • Exicure, Inc. • Pharmaceutical preparations • Illinois
This EMPLOYMENT AGREEMENT (the “Agreement”), by and among Exicure, Inc. (the “Company”) and Jung S. Kim (“You” or “Your”) (the Company and You each a “Party”, and collectively the “Parties”), is entered into and effective as of April 27, 2023 (the “Effective Date”).1
Separation and Release AgreementSeparation and Release Agreement • August 11th, 2023 • Exicure, Inc. • Pharmaceutical preparations • Illinois
This Separation and Release Agreement (the “Agreement”) by and between Exicure, Inc. (the “Company”) and Matthias Schroff (“You” or “Your”) (the Company and You collectively referred to as the “Parties”), is entered into and effective as of April 26, 2023 (the “Effective Date”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 27th, 2022 • Exicure, Inc. • Pharmaceutical preparations • Delaware
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 26, 2022, by and among Exicure, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Schedule 1 hereto (each, including its successors and assigns, a “Purchaser” and together, the “Purchasers”). Capitalized terms used herein but not otherwise defined shall have the meanings given to them in Section 1.6.
LICENSE AGREEMENTLicense Agreement • November 7th, 2017 • Exicure, Inc. • Pharmaceutical preparations • Illinois
This Agreement is made with effect from June 17th, 2016 (the “Effective Date”), by and between Northwestern University, an Illinois not-for-profit corporation with a principal place of business at 633 Clark Street, Evanston, Illinois 60208 (“Northwestern”) and Exicure Inc., a Delaware corporation, with a principal place of business at 8045 Lamon Avenue, Suite 410, Skokie, IL 60077 (“Licensee”).
EXICURE, INC. FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • October 2nd, 2017 • Exicure, Inc. • Blank checks • Delaware
This Indemnification Agreement (“Agreement”) is made as of [●] by and between Exicure, Inc., a Delaware corporation (the “Company”), and [●] an individual (“Indemnitee”).
May 5, 2023 Joshua Miller Re: Retention Agreement Dear Josh:Exicure, Inc. • August 11th, 2023 • Pharmaceutical preparations
Thank you for all of your contributions to Exicure, Inc. (the “Company”). Your role is key to our success and we are excited to offer you the retention award described below pursuant to the terms and conditions set forth in this agreement (this “Retention Agreement”). This Retention Agreement will be effective as of May 5, 2023, provided that you have executed and returned it to the Company on or before such date.
Innovation and Northwestern University Phone 847-467-2097 Northwestern |INVO New Ventures Office 1800 Sherman Ave, Suite 504 invo.northwestern.edu Innovation and New Ventures Evanston, IL 60201Exicure, Inc. • March 10th, 2020 • Pharmaceutical preparations
This letter agreement memorializes the understanding reached between Northwestern and Exicure regarding the third amendment to the Agreement ("Amendment Three"). Unless otherwise defined in this Amendment Three, capitalized terms shall have the meaning assigned to them in the Agreement.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • March 21st, 2017 • Max-1 Acquisition Corp • Delaware
AGREEMENT (this “Agreement”) entered into as of the 6th day of February, 2017, by and between Max-1 Acquisition Corporation, a Delaware corporation (the “Company”) and Mark Tompkins, an individual (the “Purchaser”).
Amended and Restated Employment AgreementEmployment Agreement • August 11th, 2023 • Exicure, Inc. • Pharmaceutical preparations • Illinois
This Employment Agreement (the “Agreement”) between Exicure, Inc., a Delaware corporation (the “Company”), and Joshua Miller (“Executive”) (each of Executive and the Company, a “Party,” and collectively, the “Parties”), is entered into as of May 9, 2023.
EXICURE, INC. Shares of Common Stock EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • December 21st, 2020 • Exicure, Inc. • Pharmaceutical preparations • New York
Exicure, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with BMO Capital Markets Corp., a Delaware corporation (“BMOCM”), with respect to the issuance and sale from time to time by the Company of shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), through or to BMOCM, as sales agent or principal, on the terms and subject to the conditions set forth in this Agreement.
AMENDMENT NO. 3 TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • October 6th, 2021 • Exicure, Inc. • Pharmaceutical preparations • New York
This AMENDMENT NO. 3 TO CREDIT AND SECURITY AGREEMENT (this “Agreement”) is made as of this 30th day of September, 2021, by and among EXICURE, INC., a Delaware corporation (“Parent”), as a Borrower, EXICURE OPERATING COMPANY, a Delaware corporation (“Exicure Operating Company”), as a Borrower, MIDCAP FINANCIAL TRUST, as Agent (in such capacity, together with its successors and assigns, “Agent”) and the financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a Lender.
Second Amendment to LeaseSecond Amendment to Lease • October 2nd, 2017 • Exicure, Inc. • Blank checks
This Second Amendment to Lease (“Amendment”) is by and between FC Skokie PQ, LLC, a Delaware limited liability company (“Landlord”), and Exicure, Inc., a Delaware corporation (formerly known as AuraSense Therapeutics, LLC) (“Tenant”) and is executed as of the 26th day of May, 2016.
EXICURE, INC. 2017 EQUITY INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENTEquity Incentive Plan Restricted Share Unit Award Agreement • May 12th, 2021 • Exicure, Inc. • Pharmaceutical preparations • Illinois
This Restricted Share Unit Award Agreement (this “Agreement”) is made and entered into as of the date set forth on the signature page hereto by and between Exicure, Inc., a Delaware corporation (the “Company”), and «Participant» (“Participant”). Unless otherwise defined herein, capitalized terms used herein shall have the same defined meanings as set forth in the Exicure, Inc. 2017 Equity Incentive Plan attached hereto as Exhibit A (the “Plan”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • August 28th, 2018 • Exicure, Inc. • Pharmaceutical preparations • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of August __, 2018, among Exicure, Inc., a Delaware corporation (the “Company”), and the persons who have purchased the Offering Shares and have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the Subscription Agreement.
SECOND AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT OF ELIAS D. PAPADIMASEmployment Agreement • September 27th, 2022 • Exicure, Inc. • Pharmaceutical preparations
This Second Amendment To The Amended And Restated Employment Agreement Of Elias D. Papadimas (this “Amendment”) is effective as of this 23rd day of September, 2022 (the “Effective Date”), by and between ELIAS D. PAPADIMAS (the “Executive”) and EXICURE, INC. (the “Company”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”).
FIRST AMENDMENT TO THE SEPARATION & RELEASE AGREEMENT OF MATTHIAS SCHROFFExicure, Inc. • August 11th, 2023 • Pharmaceutical preparations
This First Amendment To The Separation & Release Agreement Of Matthias Schroff (the “Amendment”) is effective as of the 12th day of June, 2023 (the “Effective Date”), by and between Matthias Schroff (the former “Executive”) and EXICURE, INC. (the “Company”) (each of the former Executive and the Company, a “Party,” and collectively, the “Parties”).
SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT OF SARAH LONGORIAEmployment Agreement of Sarah Longoria • March 27th, 2023 • Exicure, Inc. • Pharmaceutical preparations
This Second Amendment To The Employment Agreement Of Sarah Longoria (the “Amendment”) is effective as of the 23rd day of September, 2022 (the “Effective Date”), by and between Sarah Longoria (the “Executive”) and EXICURE, INC. (the “Company”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”).
