Consonance-HFW Acquisition Corp. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 9th, 2020 • Consonance-HFW Acquisition Corp. • Blank checks • New York

THIS 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”).

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REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
Registration and Shareholder Rights Agreement • November 25th, 2020 • Consonance-HFW Acquisition Corp. • Blank checks • New York

THIS 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

THIS 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
WARRANT AGREEMENT by and between CONSONANCE-HFW ACQUISITION CORP. and Continental Stock Transfer & Trust Company Dated November 18, 2020
Warrant Agreement • November 25th, 2020 • Consonance-HFW Acquisition Corp. • Blank checks • New York

THIS 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

THIS 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 AGREEMENT
Investment Management Trust Agreement • November 25th, 2020 • Consonance-HFW Acquisition Corp. • Blank checks • New York

This 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

This 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 AGREEMENT
Indemnity Agreement • August 17th, 2021 • Surrozen, Inc./De • Biological products, (no disgnostic substances) • Delaware

THIS 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 AGREEMENT
Private Placement Units Purchase Agreement • November 25th, 2020 • Consonance-HFW Acquisition Corp. • Blank checks • New York

THIS 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

This 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 AGREEMENT
Underwriting Agreement • November 25th, 2020 • Consonance-HFW Acquisition Corp. • Blank checks • New York

Consonance-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

This 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, 2020
Consonance-HFW Acquisition Corp. • November 25th, 2020 • Blank checks • New York
UNIT SUBSCRIPTION AGREEMENT
Unit Subscription Agreement • April 15th, 2021 • Consonance-HFW Acquisition Corp. • Blank checks • Delaware
WARRANT AGREEMENT by and between CONSONANCE-HFW ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [ ], 2021
Warrant Agreement • July 13th, 2021 • Consonance-HFW Acquisition Corp. • Biological products, (no disgnostic substances) • New York

THIS 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)
SURROZEN, INC. INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • August 17th, 2021 • Surrozen, Inc./De • Biological products, (no disgnostic substances) • Delaware

THIS 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 7/5/2016
License Agreement • June 24th, 2021 • Consonance-HFW Acquisition Corp. • Biological products, (no disgnostic substances)

Effective 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
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)

THIS 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 94080
Surrozen, Inc./De • July 19th, 2023 • Biological products, (no disgnostic substances)

This 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.

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AMENDED AND RESTATED WARRANT AGREEMENT by and between SURROZEN, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY As amended on March 31, 2023
Warrant Agreement • March 31st, 2023 • Surrozen, Inc./De • Biological products, (no disgnostic substances) • New York

THIS 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 AGREEMENT
Antibody Library Subscription Agreement • June 24th, 2021 • Consonance-HFW Acquisition Corp. • Biological products, (no disgnostic substances) • California

Within [****] 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, 2021
Business Combination Agreement • April 15th, 2021 • Consonance-HFW Acquisition Corp. • Blank checks • Delaware
SPONSOR LETTER AGREEMENT
Sponsor Letter Agreement • April 15th, 2021 • Consonance-HFW Acquisition Corp. • Blank checks

This 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 amended
Side Agreement • May 10th, 2023 • Surrozen, Inc./De • Biological products, (no disgnostic substances)

THE 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 AGREEMENT
Company Stockholder Support Agreement • April 15th, 2021 • Consonance-HFW Acquisition Corp. • Blank checks • Delaware

This 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) AGREEMENT
Equity) Agreement • June 24th, 2021 • Consonance-HFW Acquisition Corp. • Biological products, (no disgnostic substances) • California

This 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”).

Contract
License Agreement • June 24th, 2021 • Consonance-HFW Acquisition Corp. • Biological products, (no disgnostic substances)

CERTAIN 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 AGREEMENT
CHFW Shareholder Support Agreement • April 15th, 2021 • Consonance-HFW Acquisition Corp. • Blank checks • Delaware

This 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

This 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 AGREEMENT
Sales Agreement • December 9th, 2022 • Surrozen, Inc./De • Biological products, (no disgnostic substances) • New York

As 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 AGREEMENT
Exclusive License Agreement • June 24th, 2021 • Consonance-HFW Acquisition Corp. • Biological products, (no disgnostic substances) • California

This 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) AGREEMENT
Equity) Agreement • June 24th, 2021 • Consonance-HFW Acquisition Corp. • Biological products, (no disgnostic substances) • California

THIS 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:

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