0000950123-20-003445 Sample Contracts

Contract
Poseida Therapeutics, Inc. • April 17th, 2020 • Biological products, (no disgnostic substances) • 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 COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

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POSEIDA THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • April 17th, 2020 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of this 19th day of March, 2019, by and among POSEIDA THERAPEUTICS, INC., a Delaware corporation (the “Company”), each of the persons and entities listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”), and each of the persons and entities listed on Schedule B hereto (each, a “Key Holder” and collectively the “Key Holders”).

Contract
Poseida Therapeutics, Inc. • April 17th, 2020 • Biological products, (no disgnostic substances) • 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 COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

POSEIDA THERAPEUTICS, INC.
Poseida Therapeutics, Inc. • April 17th, 2020 • Biological products, (no disgnostic substances)

On behalf of Poseida Therapeutics, Inc. (the “Company”), I am pleased to offer you employment under the terms set forth in this offer letter agreement (the “Agreement”). These employment terms will be effective as of your start date, which is anticipated to be June 12, 2015.

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 17th, 2020 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances)

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of July 25, 2017 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and POSEIDA THERAPEUTICS, INC., a Delaware corporation with offices located at 4242 Campus Point Court, Suite 700, San Diego, California 92121 (“Parent”), VINDICO NANOBIOTECHNOLOGY LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent with offices located at A264 ASTeCC 145 Graham Ave., Lexington, KY 40506 (“US Sub”) and POSEIDA THERAPEUTICS CYM, an exempted company organized under the la

LICENSE AGREEMENT
License Agreement • April 17th, 2020 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances)

HMGU is a public research institution operating in the field of environmental health. Researchers at HMGU identified the endonuclease “Clo51” from the bacterial strain […***…] as an enzyme that can be used for genome editing purposes (hereinafter referred to as the “ORIGINAL MATERIAL”) as described in Annex 1. The technology involving the ORIGINAL MATERIAL is protected by the […***…].

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • April 17th, 2020 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • California

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective February 19, 2018 (“Effective Date”), by and between Mark Gergen (“Executive”) and Poseida Therapeutics, Inc. (“Company”).

LICENSE AGREEMENT BY AND BETWEEN Janssen Biotech Inc. AND Poseida Therapeutics Inc.
License Agreement • April 17th, 2020 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York

This License Agreement, made this 3rd day of August 2015 (the “Effective Date”), is by and between Janssen Biotech Inc., a Pennsylvania company, with principal offices located at 800/850 Ridgeview Road, Horsham, PA 19044 (“Janssen”) and Poseida Therapeutics Inc., a corporation organized and existing under the laws of the State of Delaware having a place of business at 3210 Merryfield Row, San Diego, CA 32121 (“Poseida”). Each of Janssen and Poseida may be referred to, individually, as a “Party”, and, collectively, as the “Parties.”

COMMERCIAL LICENSE AGREEMENT
Commercial License Agreement • April 17th, 2020 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • California

This Commercial License Agreement (“Agreement”) is entered into effective April 27, 2017 (“Effective Date”) by TeneoBio, Inc. (“TeneoBio”), having its principal place of business at 1490 O’Brien Drive, Suite D, Menlo Park, CA 94025, and Poseida Therapeutics, Inc. (“Licensee”), having its principal place of business at 4242 Campus Point Court, #700, San Diego, CA 92121. In consideration of the mutual covenants and promises set forth in this Agreement, the parties agree as follows:

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • April 17th, 2020 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • California

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective June 1st, 2015 (“Effective Date”), by and between Eric Ostertag (“Executive”) and Poseida Therapeutics, Inc. (“Company”).

COMMERCIAL LICENSE AGREEMENT
Commercial License Agreement • April 17th, 2020 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • California

This Commercial License Agreement (“Agreement”) is entered into effective August 3, 2018 (“Effective Date”) by TeneoBio, Inc. (“TeneoBio”), having its principal place of business at 1490 O’Brien Drive, Suite D, Menlo Park, CA 94025, and Poseida Therapeutics, Inc. (“Licensee”), having its principal place of business at 4242 Campus Point Court, #700, San Diego, CA 92121. In consideration of the mutual covenants and promises set forth in this Agreement, the parties agree as follows:

July 29, 2019 Kerry Ingalls Delivered via Email Re: Offer of Employment Dear Kerry:
Poseida Therapeutics, Inc. • April 17th, 2020 • Biological products, (no disgnostic substances)

On behalf of Poseida Therapeutics, Inc. (the “Company”), I am pleased to offer you employment under the terms set forth in this offer letter agreement (the “Agreement”). These employment terms will be effective as of your start date, which is anticipated to be on or before October 21, 2019 or other mutually agreed to date.

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