KINEMED, INC. SERIES CC PREFERRED STOCK INVESTORS’ RIGHTS AGREEMENT Initial Closing: August 20, 2013 Second Closing: September 30, 2013Rights Agreement • November 18th, 2013 • Kinemed Inc • Services-commercial physical & biological research • Delaware
This Series CC Preferred Stock Investors’ Rights Agreement (this “Agreement”) is between KineMed, Inc., a Delaware corporation (the “Company”), and the person, persons, or entity executing a counterpart signature page of this Agreement identified thereon as Investor (“Investor”).
WARRANT TO PURCHASE SHARESKinemed Inc • November 18th, 2013 • Services-commercial physical & biological research • Delaware
THIS WARRANT is issued to Western Pacific Securities (the “Stockholder”) by KineMed, Inc., a Delaware corporation (the “Company.”). This Warrant is granted as of May 31, 2013 (the “Warrant Issue Date”) pursuant to the terms of that certain Placement Agent Agreement, dated as of September 12, 2012, between the Company and Western Pacific Securities (the “Placement Agent Agreement”).
LEASE BETWEEN E S EAST, LLC (LANDLORD) And KINEMED, INC. (TENANT) EmeryStation East, 5885 Hollis Street Emeryville, CaliforniaLease • November 18th, 2013 • Kinemed Inc • Services-commercial physical & biological research
NINTH AMENDMENT to LEASE BETWEEN EMERY STATION OFFICE II, LLC (LANDLORD) And KINEMED, INC. (TENANT)Kinemed Inc • November 18th, 2013 • Services-commercial physical & biological research
That certain Lease dated May 5, 2002 by and between Emery Station Office II, LLC (successor-in-interest to Emery Station Associates II, LLC), as Landlord, and KineMed, Inc., as Tenant, (the “Original Lease”) as such was amended via First Amendment executed on June 27, 2003 (the “First Amendment”), via Second Amendment whose effective date was December 1, 2004 (the “Second Amendment”), via Revised Third Amendment whose effective date was February 28, 2005 (the “Third Amendment”), via Revised Fourth Amendment whose effective date was March 15, 2005 (the “Fourth Amendment”), via Fifth Amendment whose effective date was August 31, 2008 (the “Fifth Amendment”), whose Sixth Amendment with a contemplated effective date of December I, 2008 (the “Sixth Amendment”) was never fully executed by mutual agreement of the parties, via Seventh Amendment whose effective date was May 1, 2009 (the “Seventh Amendment”) and via Eighth Amendment dated July 31, 2010 (the “Eighth Amendment”), is hereby further
ContractKinemed Inc • November 18th, 2013 • Services-commercial physical & biological research • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED OR REGISTERED UNDER ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT AND QUALIFICATION OR REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION AND ITS COUNSEL (SUCH SATISFACTION BEING TO THE FORM AND SUBSTANCE OF THE OPINION AS WELL AS TO THE COUNSEL RENDERING THE OPINION) THAT REGISTRATION OR QUALIFICATION IS NOT REQUIRED.
SECOND AMENDMENT to LEASE BETWEEN E S EAST, LLC (LANDLORD) and KINEMED, INC. (TENANT)Kinemed Inc • November 18th, 2013 • Services-commercial physical & biological research
That certain Lease with an Effective Date of October 20, 2012 made by and between E S East, LLC as Landlord and KineMed, Inc., as Tenant (the “Original Lease”), as such was amended via First Amendment with an Effective Date of July 1, 2012 (the “First Amendment”), is hereby amended by the terms of this Second Amendment (the “Second Amendment”). The effective date of this Second Amendment shall be June 15, 2013 (the “Second Amendment Effective Date”). Effective upon the Second Amendment Effective Date, the Original Lease, First Amendment and this Second Amendment shall together constitute and be referred to as the “Lease” for all purposes thereunder.
TENTH AMENDMENT to LEASE BETWEEN EMERY STATION OFFICE H, LLC (LANDLORD) And KINEMED, INC. (TENANT)Kinemed Inc • November 18th, 2013 • Services-commercial physical & biological research
That certain Lease dated May 5, 2002 by and between Emery Station Office II, LLC (successor-in-interest to Emery Station Associates H, LLC), as Landlord, and KineMed, Inc., as Tenant, (the “Original Lease”) as such was amended via First Amendment executed on June 27, 2003 (the “First Amendment”), via Second Amendment whose effective date was December 1, 2004 (the “Second Amendment”), via Revised Third Amendment whose effective date was February 28, 2005 (the “Third Amendment”), via Revised Fourth Amendment whose effective date was March 15, 2005 (the “Fourth Amendment”), via Fifth Amendment whose effective date was August 31, 2008 (the “Fifth Amendment”), whose Sixth Amendment with a contemplated effective date of December 1, 2008 (the “Sixth Amendment”) was never fully executed by mutual agreement of the parties, via Seventh Amendment whose effective date was May 1, 2009 (the “Seventh Amendment”), via Eighth Amendment dated July 31, 2010 (the “Eighth Amendment”) and via Ninth Amendmen
SEVENTH AMENDMENT to LEASE BETWEEN EMERY STATION OFFICE II, LLC (LANDLORD) And KINEMED, INC. (TENANT) EMERYSTATION NORTH PROJECT Emeryville, CaliforniaKinemed Inc • November 18th, 2013 • Services-commercial physical & biological research
That certain Lease dated May 5, 2002 by and between Emery Station Office II, LLC (successor-in-interest to Emery Station Associates II, LLC), as Landlord, and KineMed, Inc., as Tenant, (the “Original Lease”) as such was amended via First Amendment executed on June 27, 2003 (the “First Amendment”), via Second Amendment whose effective date was December 1, 2004 (the “Second Amendment”), via Revised Third Amendment whose effective date was February 28, 2005 (the “Third Amendment”), via Revised Fourth Amendment whose effective date was March 15, 2005 (the “Fourth Amendment”), via Fifth Amendment whose effective date was August 31, 2008 (the “Fifth Amendment”), and via Sixth Amendment whose effective date was December 1, 2008 (the “Sixth Amendment”), is hereby further amended as follows (the Original Lease as amended previously by the First, Second, Third, Fourth, Fifth and Sixth Amendments, and now by this Seventh Amendment, are collectively referred to as the “Lease”). The effective date
EIGHTH AMENDMENT to LEASE BETWEEN EMERY STATION OFFICE II, LLC (LANDLORD) And KINEMED, INC. (TENANT)Kinemed Inc • November 18th, 2013 • Services-commercial physical & biological research
That certain Lease dated May 5, 2002 by and between Emery Station Office II, LLC (successor-in-interest to Emery Station Associates II, LLC), as Landlord, and KineMed, Inc., as Tenant, (the “Original Lease”) as such was amended via First Amendment executed on June 27, 2003 (the “First Amendment”), via Second Amendment whose effective date was December 1, 2004 (the “Second Amendment”), via Revised Third Amendment whose effective date was February 28, 2005 (the “Third Amendment”), via Revised Fourth Amendment whose effective date was March 15, 2005 (the “Fourth Amendment”), via Fifth Amendment whose effective date was August 3 I , 2008 (the “Fifth Amendment”), whose Sixth Amendment with a contemplated effective date of December 1, 2008 (the “Sixth Amendment”) was never fully executed by mutual agreement of the parties, and via Seventh Amendment whose effective date was May 1, 2009 (the “Seventh Amendment”), is hereby further amended as follows (the Original Lease as amended previously by
FIRST AMENDMENT to LEASE BETWEEN E S EAST, LLC (LANDLORD) And KINEMED, INC. (TENANT)Kinemed Inc • November 18th, 2013 • Services-commercial physical & biological research
That certain Lease with an Effective Date of October 20, 2012 made by and between E S East, LLC as Landlord and KineMed, Inc., as Tenant (the “Original Lease”) is hereby amended by the terms of this First Amendment (the “First Amendment”). The effective date of this First Amendment shall be July 1, 2012 (the “First Amendment Effective Date”). Effective upon the First Amendment Effective Date, the Original Lease and this First Amendment thereto shall together constitute and be referred to as the “Lease” for all purposes thereunder.
ContractStock Option Agreement • November 18th, 2013 • Kinemed Inc • Services-commercial physical & biological research • California
Unless otherwise defined herein, the terms defined in the 2010 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
OFFICE LEASE BETWEEN EMERY STATION ASSOCIATES II, LLC (LANDLORD) AND KINEMED, INC., (TENANT) EMERYSTATION NORTH Emeryville, California OFFICE LEASEOffice Lease • November 18th, 2013 • Kinemed Inc • Services-commercial physical & biological research • California
This Warrant is issued to Emery Station Associates II, LLC (“Holder”), a California limited liability company, by KineMed, Inc., a Delaware corporation (the “Company”). This Warrant is granted as of May 1, 2002 (the “Warrant Issue Date”) pursuant to the terms of that certain Office Lease between Holder and Company, dated as of May 1, 2002, relating to EmeryStation North, Emeryville, CA.
KineMed, Inc. STOCK OPTION AGREEMENT2001 Stock Option Plan • November 18th, 2013 • Kinemed Inc • Services-commercial physical & biological research • Delaware
Unless otherwise defined herein, the terms defined in the 2001 Stock Option Plan shall have the same defined meanings in this Stock Option Agreement.
SECOND AMENDMENT to LEASE BETWEEN EMERY STATION ASSOCIATES II, LLC (LANDLORD) And KINEMED, INC. (TENANT) EMERYSTATION NORTH PROJECT Emeryville, CaliforniaKinemed Inc • November 18th, 2013 • Services-commercial physical & biological research
That certain Lease dated May 5, 2002 by and between Emery Station Associates II, LLC, as Landlord, and KineMed, Inc., as Tenant, (the “Original Lease”) as such was amended via First Amendment executed on June 27, 2003 (the “First Amendment”), is hereby further amended as follows (the Original Lease as amended by the First Amendment and this Second Amendment are collectively the “Lease”):
REVISED THIRD AMENDMENT to LEASE BETWEEN EMERY STATION OFFICE II, LLC (LANDLORD) And KINEMED, INC. (TENANT) EMERYSTATION NORTH PROJECT Emeryville, CaliforniaKinemed Inc • November 18th, 2013 • Services-commercial physical & biological research
That certain Lease dated May 5, 2002 by and between Emery Station Office II, LLC (successor-in-interest to Emery Station Associates II, LLC), as Landlord, and KineMed, Inc., as Tenant, (the “Original Lease”) as such was amended via First, Second and Third Amendments, is hereby further amended as follows (the Original Lease as amended previously by the First, Second and Third Amendments and now by this Revised Third Amendment are collectively the “Lease”):
FIRST AMENDMENT to LEASE BETWEEN EMERY STATION ASSOCIATES II, LLC (LANDLORD) And KINEMED, INC. (TENANT) EMERYSTATION NORTH PROJECT Emeryville, CaliforniaLease Between • November 18th, 2013 • Kinemed Inc • Services-commercial physical & biological research
That certain Lease dated May 5, 2002 by and between Emery Station Associates II, LLC, as Landlord, and KineMed, Inc., as Tenant, is hereby amended as follows:
