INDEMNIFICATION AGREEMENTIndemnification Agreement • October 9th, 2020 • Consonance-HFW Acquisition Corp. • Blank checks • New York
Contract Type FiledOctober 9th, 2020 Company Industry JurisdictionTHIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [_____], 2020 between Consonance-HFW Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [_____] (“Indemnitee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • November 25th, 2020 • Consonance-HFW Acquisition Corp. • Blank checks • New York
Contract Type FiledNovember 25th, 2020 Company Industry JurisdictionTHIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of November 18, 2020, is made and entered into by and among Consonance-HFW Acquisition Corp., a Cayman Islands exempted company (the “Company”), Consonance Life Sciences, a Cayman Islands exempted limited company (the “Sponsor”), the undersigned parties listed under Holder on the signature page hereto (each such party, including the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).
SURROZEN, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • December 9th, 2022 • Surrozen, Inc./De • Biological products, (no disgnostic substances) • New York
Contract Type FiledDecember 9th, 2022 Company Industry JurisdictionTHIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between SURROZEN, 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”).
Consonance-HFW Acquisition Corp.Letter Agreement • October 13th, 2020 • Consonance-HFW Acquisition Corp. • Blank checks • New York
Contract Type FiledOctober 13th, 2020 Company Industry Jurisdiction
WARRANT AGREEMENT by and between CONSONANCE-HFW ACQUISITION CORP. and Continental Stock Transfer & Trust Company Dated November 18, 2020Warrant Agreement • November 25th, 2020 • Consonance-HFW Acquisition Corp. • Blank checks • New York
Contract Type FiledNovember 25th, 2020 Company Industry JurisdictionTHIS WARRANT AGREEMENT (this “Agreement”), dated November 18, 2020, is by and between Consonance-HFW Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
SURROZEN, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • December 9th, 2022 • Surrozen, Inc./De • Biological products, (no disgnostic substances) • New York
Contract Type FiledDecember 9th, 2022 Company Industry JurisdictionTHIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between SURROZEN, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 25th, 2020 • Consonance-HFW Acquisition Corp. • Blank checks • New York
Contract Type FiledNovember 25th, 2020 Company Industry JurisdictionThis Investment Management Trust Agreement (this “Agreement”) is made effective as of November 18, 2020 by and between Consonance-HFW Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Consonance-HFW Acquisition Corp.Securities Subscription Agreement • October 9th, 2020 • Consonance-HFW Acquisition Corp. • Blank checks • New York
Contract Type FiledOctober 9th, 2020 Company Industry JurisdictionThis agreement (this “Agreement”) is entered into on September 4, 2020 by and between Consonance Life Sciences, LLC, a Cayman Islands exempted company (the “Subscriber” or “you”), and Consonance-HFW Acquisition Corp., a Cayman Islands limited liability company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 3,593,750 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 468,750 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • August 17th, 2021 • Surrozen, Inc./De • Biological products, (no disgnostic substances) • Delaware
Contract Type FiledAugust 17th, 2021 Company Industry JurisdictionTHIS INDEMNITY AGREEMENT (this “Agreement”) dated as of [____________], is made by and between SURROZEN, INC., a Delaware corporation (the “Company” or “Surrozen” ), and ____________ (“Indemnitee” ).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • November 25th, 2020 • Consonance-HFW Acquisition Corp. • Blank checks • New York
Contract Type FiledNovember 25th, 2020 Company Industry JurisdictionTHIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of November 18, 2020, is entered into by and between Consonance-HFW Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Consonance Life Sciences, a Cayman Islands exempted limited company (the “Purchaser”).
LEASE THE COVE AT OYSTER POINT HCP OYSTER POINT III LLC,Lease • March 28th, 2022 • Surrozen, Inc./De • Biological products, (no disgnostic substances) • California
Contract Type FiledMarch 28th, 2022 Company Industry JurisdictionThis Lease (the "Lease"), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the "Summary"), below, is made by and between HCP OYSTER POINT III LLC, a Delaware limited liability company ("Landlord"), and SURROZEN, INC., a Delaware corporation ("Tenant").
CONSONANCE-HFW ACQUISITION CORP. 8,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • November 25th, 2020 • Consonance-HFW Acquisition Corp. • Blank checks • New York
Contract Type FiledNovember 25th, 2020 Company Industry JurisdictionConsonance-HFW Acquisition Corp., a Cayman Islands corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 8,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 1,200,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.” To the extent that there are no additional Underwriters listed on Schedule 1 hereto other than you, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or plural as the context requires.
AMENDED AND RESTATED LICENSE AND OPTION AGREEMENT between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA and SURROZEN for Llama Single Domain Antibody Phage Library UC Case No. [****]License and Option Agreement • June 24th, 2021 • Consonance-HFW Acquisition Corp. • Biological products, (no disgnostic substances) • California
Contract Type FiledJune 24th, 2021 Company Industry JurisdictionThis amended and restated license and option agreement (“Agreement”) is effective this 17th day of January, 2020 (“Amended and Restated Effective Date”), between The Regents of the University of California (“The Regents”), a California corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, and acting through its Office of Technology Management, University of California San Francisco, 600 16th Street, Suite S-272, San Francisco, CA 94143 and Surrozen, Inc., a Delaware corporation, having a principal place of business at171 Oyster Point Blvd., Suite 400, South San Francisco, CA 94080 (“Surrozen”). The Regents and Surrozen are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Consonance-HFW Acquisition Corp. November 18, 2020Consonance-HFW Acquisition Corp. • November 25th, 2020 • Blank checks • New York
Company FiledNovember 25th, 2020 Industry Jurisdiction
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • April 15th, 2021 • Consonance-HFW Acquisition Corp. • Blank checks • Delaware
Contract Type FiledApril 15th, 2021 Company Industry Jurisdiction
WARRANT AGREEMENT by and between CONSONANCE-HFW ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [ ], 2021Warrant Agreement • July 13th, 2021 • Consonance-HFW Acquisition Corp. • Biological products, (no disgnostic substances) • New York
Contract Type FiledJuly 13th, 2021 Company Industry JurisdictionTHIS WARRANT AGREEMENT (this “Agreement”), dated [ ], 2021, is by and between Consonance-HFW Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
Charles River Laboratories, Inc. 251 Ballardvale Street Wilmington, Massachusetts 01887 Distributed Bio, Inc.Surrozen, Inc./De • November 8th, 2023 • Biological products, (no disgnostic substances)
Company FiledNovember 8th, 2023 Industry
SURROZEN, INC. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 17th, 2021 • Surrozen, Inc./De • Biological products, (no disgnostic substances) • Delaware
Contract Type FiledAugust 17th, 2021 Company Industry JurisdictionTHIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is dated as of August 11, 2021, and is by and among Surrozen, Inc., a Delaware corporation (the “Company”) (formerly named Consonance-HFW Acquisition Corp.), Consonance Life Sciences, a Cayman Islands limited liability company (the “Sponsor”), the persons and entities listed on EXHIBIT A (together with their Permitted Transferees that become party hereto, each, a “Named Investor”) and the persons and entities listed on EXHIBIT B (together with their Permitted Transferees that become party hereto, each, an “Individual Investor”, and collectively with the Named Investors, the “Investors”).
S13-348MW AMENDMENT 7/5/2016License Agreement • June 24th, 2021 • Consonance-HFW Acquisition Corp. • Biological products, (no disgnostic substances)
Contract Type FiledJune 24th, 2021 Company IndustryEffective the 5th day of July 2016, THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Surrozen (“Surrozen”), a corporation having a principal place of business at 1700 Owens St., Suite 500, San Francisco, CA 94158 agree as follows:
Consonance-HFW Acquisition Corp.Letter Agreement • November 25th, 2020 • Consonance-HFW Acquisition Corp. • Blank checks • New York
Contract Type FiledNovember 25th, 2020 Company Industry Jurisdiction
FIRST AMENDMENT TO THE ANTIBODY LIBRARY SUBSCRIPTON AGREEMENT BETWEEN DISTRIBUTED BIO INC. AND SURROZEN, INC.The Agreement • June 24th, 2021 • Consonance-HFW Acquisition Corp. • Biological products, (no disgnostic substances)
Contract Type FiledJune 24th, 2021 Company IndustryTHIS FIRST AMENDMENT TO THE AGREEMENT (“First Amendment”) is made effective as of January 15th, 2019 (the “Amendment Date”) and is entered into by and between Distributed Bio, Inc. a California corporation, having offices at 329 Oyster Point Blvd, 3rd Floor, South San Francisco, CA US 94080 (“Distributed Bio”) and Surrozen, Inc. having its principal offices at 171 Oyster Point Blvd, Suite 400, So San Francisco, CA 94080 (“Surrozen”) to amend their Antibody Library Subscription Agreement dated September 30, 2016 (the “Agreement”).
South San Francisco, CA 94080Surrozen, Inc./De • July 19th, 2023 • Biological products, (no disgnostic substances)
Company FiledJuly 19th, 2023 IndustryThis letter sets forth the substance of the separation agreement (the “Agreement”) that Surrozen Operating, Inc. (the “Company”) is offering to you to aid in your employment transition.
AMENDED AND RESTATED WARRANT AGREEMENT by and between SURROZEN, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY As amended on March 31, 2023Warrant Agreement • March 31st, 2023 • Surrozen, Inc./De • Biological products, (no disgnostic substances) • New York
Contract Type FiledMarch 31st, 2023 Company Industry JurisdictionTHIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated March 31, 2023, is by and between Surrozen, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
Distributed Bio, Inc ANTIBODY LIBRARY SUBSCRIPTION AGREEMENTAntibody Library Subscription Agreement • June 24th, 2021 • Consonance-HFW Acquisition Corp. • Biological products, (no disgnostic substances) • California
Contract Type FiledJune 24th, 2021 Company Industry JurisdictionWithin [****] after achievement of any of the Milestone Events, Surrozen shall provide Distributed Bio with written notice of such achievement, and shall pay the corresponding Milestone payment within [****] after such achievement.
BUSINESS COMBINATION AGREEMENT BY AND AMONG CONSONANCE-HFW ACQUISITION CORP., PERSEVERANCE MERGER SUB INC., AND, SURROZEN, INC. DATED AS OF APRIL 15, 2021Business Combination Agreement • April 15th, 2021 • Consonance-HFW Acquisition Corp. • Blank checks • Delaware
Contract Type FiledApril 15th, 2021 Company Industry Jurisdiction
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • April 15th, 2021 • Consonance-HFW Acquisition Corp. • Blank checks
Contract Type FiledApril 15th, 2021 Company IndustryThis SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of April [•], 2021, is made by and among Consonance-HFW Acquisition Corp., a Cayman Islands exempted company (“CHFW”), Consonance Life Sciences, a Cayman Islands exempted company (the “Sponsor”), the other holders of CHFW Class B ordinary shares set forth on the signature page hereto (the “Founders”, and together with the Sponsor, collectively, the “CHFW Shareholders”), and Surrozen, Inc., a Delaware corporation (the “Company”). CHFW, the CHFW Shareholders and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used herein and not otherwise defined will have the meaning given such terms in the Business Combination Agreement (as defined below).
Side Agreement No. 2 relating to the exclusive agreement between Surrozen Operating, Inc. and the Board of Trustees of the Leland Stanford Junior University, dated March 23, 2016, as amendedSide Agreement • May 10th, 2023 • Surrozen, Inc./De • Biological products, (no disgnostic substances)
Contract Type FiledMay 10th, 2023 Company IndustryTHE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY Office of Technology Licensing 415 Broadway Street, 2nd Floor Redwood City, CA 94063 Attention: Sunita Rajdev, Director, Licensing and Strategic Alliances, Life Sciences
COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • April 15th, 2021 • Consonance-HFW Acquisition Corp. • Blank checks • Delaware
Contract Type FiledApril 15th, 2021 Company Industry JurisdictionThis COMPANY STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of April [•], 2021, is made by and among Consonance-HFW Acquisition Corp., a Cayman Islands exempted company (“CHFW”), [•], a [•], a holder of capital stock of Surrozen, Inc. (the “Company Stockholder”), and Surrozen, Inc., a Delaware corporation (the “Company”). CHFW, the Company Stockholder and the Company shall be referred to herein from time to time collectively as the “Parties”.
EXCLUSIVE (EQUITY) AGREEMENTEquity) Agreement • June 24th, 2021 • Consonance-HFW Acquisition Corp. • Biological products, (no disgnostic substances) • California
Contract Type FiledJune 24th, 2021 Company Industry JurisdictionThis Agreement between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Surrozen (“Surrozen”), a corporation having a principal place of business at 1700 Owens St., Ste 500, San Francisco, CA, 94158, is effective on the 23rd day of March, 2016 (“Effective Date”).
ContractLicense Agreement • June 24th, 2021 • Consonance-HFW Acquisition Corp. • Biological products, (no disgnostic substances)
Contract Type FiledJune 24th, 2021 Company IndustryCERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [****], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
CHFW SHAREHOLDER SUPPORT AGREEMENTCHFW Shareholder Support Agreement • April 15th, 2021 • Consonance-HFW Acquisition Corp. • Blank checks • Delaware
Contract Type FiledApril 15th, 2021 Company Industry JurisdictionThis CHFW SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of April [•], 2021, is made by and among Consonance-HFW Acquisition Corp., a Cayman Islands exempted company (“CHFW”), [•], a [•], a holder of CHFW Class A ordinary shares (the “CHFW Shareholder”), and Surrozen, Inc., a Delaware corporation (the “Company”). CHFW, the CHFW Shareholder and the Company shall be referred to herein from time to time collectively as the “Parties”.
NON-EXCLUSIVE LICENSE AGREEMENT between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA and SURROZEN OPERATING, INC. for Wnt Modulating Antibodies Identified from Llama Single Domain Antibody Phage UC Case No. [***]Non-Exclusive License Agreement • May 11th, 2022 • Surrozen, Inc./De • Biological products, (no disgnostic substances) • California
Contract Type FiledMay 11th, 2022 Company Industry JurisdictionThis non-exclusive license agreement (“Agreement”) is made effective this 28th day of March, 2022 (“Effective Date”), by and between The Regents of the University of California, a California public corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200 (“The Regents”) and acting through its Office of Technology Management and Advancement, University of California San Francisco (“UCSF”), 600 16th Street, Suite S-272, San Francisco, CA 94143 and Surrozen Operating, Inc., a Delaware corporation, having a principal place of business at 171 Oyster Point Blvd., Suite 400, South San Francisco, CA 94080 (“Licensee”).
SURROZEN, INC. SALES AGREEMENTSales Agreement • December 9th, 2022 • Surrozen, Inc./De • Biological products, (no disgnostic substances) • New York
Contract Type FiledDecember 9th, 2022 Company Industry JurisdictionAs further set forth in this agreement (this “Agreement”), Surrozen, Inc., a Delaware corporation (the “Company”), proposes to issue and sell from time to time through Guggenheim Securities, LLC (the “Agent”), as sales agent, shares of the Company’s common stock (the “Shares”), par value $0.0001 per share (the “Common Stock”) up to such number or dollar amount as is equal to the Maximum Amount (as defined below). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of shares of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • June 24th, 2021 • Consonance-HFW Acquisition Corp. • Biological products, (no disgnostic substances) • California
Contract Type FiledJune 24th, 2021 Company Industry JurisdictionThis Agreement between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Surrozen, Inc. (“Surrozen”), a corporation having a principal place of business at 171 Oyster Point Blvd, Suite 400, South San Francisco, CA, 94080, is effective on June 6, 2018 (“Effective Date”).
AMENDMENT NO. 3 TO EXCLUSIVE (EQUITY) AGREEMENTEquity) Agreement • June 24th, 2021 • Consonance-HFW Acquisition Corp. • Biological products, (no disgnostic substances) • California
Contract Type FiledJune 24th, 2021 Company Industry JurisdictionTHIS AMENDMENT NO. 3 TO THE EXCLUSIVE (EQUITY) AGREEMENT (this “Amendment”) dated as of January 19, 2021 (the “Amendment Date”), is entered into between Surrozen, Inc., a Delaware corporation (hereinafter, “Surrozen”), having offices at 171 Oyster Point Blvd., Suite 400, South San Francisco, CA 94080 and Board of Trustees of the Leland Stanford Junior University (hereinafter, “Stanford”), an institution of higher education, having powers under the laws of the State of California, and having offices at 3000 El Camino Real, Building 5, Suite 300, Palo Alto, CA 94306-2100, with respect to the following facts: