drs-a Sample Contracts

G Medical Innovations Holdings Ltd.Guangzhou Sino-Israel Bio-Industry Investment Fund (LLP) And G Medical Innovations Asia Limited Contract for the Establishment of Guangzhou G Medical Innovations Medical Technology Ltd. General Provisions (February 23rd, 2021)

Animated by the purpose of facilitating the cooperation in the investment in the Bio-industry by the parties to this contract, in accordance with the “Law of the People’s Republic of China on Chinese-Foreign Equity Joint Ventures”, its detailed rules and other relevant laws and regulations of China, based on the principle of equality and mutual benefits, through friendly and candid consultation, all parties agree to jointly form, effective as of Closing, a Chinese Equity Joint Venture company in the Guangzhou Development District (the “GDD”)/Bio-Island which will be engaged in the territory of the mainland of People’s Republic of China, Hong Kong and Macau, in the (i) importation, distribution, marketing and sale of all devices products manufactured by Party B and/or Party B Group, (ii) development, performance of clinical trials and regulatory activities and be responsible for the manufacturing of all the devices and products of Party B and/or Party B Group, support and provision of w

G Medical Innovations Holdings Ltd.CREDIT LINE AGREEMENT (February 23rd, 2021)

THIS CREDIT LINE AGREEMENT (the “Agreement”) is made and executed on the 6th of December, 2016 and shall be effective as of January 2015 (the “Effective Date”), by and between LG Medical Innovation Ltd., a company incorporated under the laws the Cayman Islands, residing at c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman, KYI -9005, Cayman Islands (the “Company”) and Yacov Geva, Passport No. , residing at, London WIU 6QQ, United Kingdom (the “Lender”).

G Medical Innovations Holdings Ltd.AMENDMENT TO LOAN AGREEMENT (February 23rd, 2021)

This AMENDMENT (the “Amendment”) is made as of this 26 day of February, 2017, by and among Mr. Yacov Geva, Passport No. , residing at , London W1U 6QQ, United Kingdom (the “Lender”), and G Medical Innovations Holdings Limited, a company incorporated under the laws of the Cayman Islands (former LG Medical Innovation Ltd.), having its registered address at P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands (the “Borrower”, and together with the Lender the “Parties”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Loan Agreement (as defined below):

G Medical Innovations Holdings Ltd.SECURITIES PURCHASE AGREEMENT (February 23rd, 2021)

This Securities Purchase Agreement (this “Agreement”) is dated as of December [__], 2020, between G Medical Innovations Holdings Ltd., a Cayman Islands corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

G Medical Innovations Holdings Ltd.2. PRIORITY 3 3. ENFORCEMENT ACTIONS 3 4. APPLICATION OF MONIES 4 5. ORDINARY COURSE ACTIONS 4 6. INVALID OR CONTESTED PAYMENTS 4 7. RELIANCE 5 8. THE COLLATERAL AGENT 5 9. MISCELLANEOUS 8 SCHEDULE 12 ANNEXURE “A” – ACCESSION DEED POLL 13 (February 23rd, 2021)

IT IS AGREED for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company agrees with the Lenders and the Collateral Agent as follows:

G Medical Innovations Holdings Ltd.GENERAL SECURITY AGREEMENT G Medical Innovations Holdings Limited MEF I, L.P. Contents (February 23rd, 2021)
G Medical Innovations Holdings Ltd.LOAN AGREEMENT (February 23rd, 2021)

This Loan Agreement (the “Agreement”) is entered into on December 19, 2016 and shall be effective as of August 1, 2016 (the “Effective Date”) by and between (i) Yacov Geva, Passport No. , residing at , London WIU 6QQ, United Kingdom (the “Lender”), and (ii) LG Medical Innovation Ltd., (a company incorporated under the laws the Cayman Islands residing at c/o Intertrust Corporate Services (Cayman) limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9005, Cayman Islands (the “Borrower”, and together with the Lender, the “Parties”).

G Medical Innovations Holdings Ltd.Convertible Securities Agreement G Medical Innovations Holdings Limited MEF I, L.P. (February 23rd, 2021)

Options: The number of options to purchase Shares, exercisable at the Options Exercise Price on or before the Options Expiration Date, all as specified below.

Olo Inc.EMPLOYMENT AGREEMENT (February 16th, 2021)

This Employment Agreement (the “Agreement”) is made between Olo Inc. (the “Company”) and Noah Glass (the “Executive”) (collectively, the “Parties”), and is effective as of January 1, 2021 (the “Effective Date”).

Olo Inc.LEASE between WTC TOWER 1 LLC, a Delaware limited liability company as Landlord and MOBO SYSTEMS, INC., a Delaware corporation d/b/a Olo as Tenant Dated as of June 11th , 2019 [Omitted] (February 16th, 2021)

INDENTURE OF LEASE (hereinafter referred to as this “Lease”) dated as of this 11th day of June 2019 between WTC TOWER 1 LLC, a Delaware limited liability company having an office c/o Royal 1 WTC Management LLC, One Bryant Park, New York, New York 10036 (“Landlord”) and MOBO SYSTEMS, INC., a Delaware corporation d/b/a Olo having an office at 26 Broadway, 24th Floor, New York, New York 10004 (“Tenant”).

Olo Inc.EMPLOYMENT AGREEMENT (February 16th, 2021)

This Employment Agreement (the “Agreement”) is made between Olo Inc. (the “Company”) and Nithya B. Das (the “Executive”) (collectively, the “Parties”), and is effective as of January 1, 2021 (the “Effective Date”).

Ikena Oncology, Inc.CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF ... (February 11th, 2021)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 18, 2018 by and among Kyn Therapeutics Inc., a Delaware corporation (“Parent”), Arrys Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Arrys Therapeutics, Inc., a Delaware corporation (such corporation and any predecessor entity thereto, the “Company”), and OrbiMed Private Investments VI, LP, a Delaware Limited Partnership, acting solely in its capacity as the representative of the Company Stockholders and only for the purposes provided herein and for no other purpose (the “Stockholder Representative”). Certain capitalized terms used but not otherwise defined herein are defined in Article 9 hereof.

Zhihu Inc.Exclusive Share Option Agreement by and among Zhizhe Sihai (Beijing) Technology Co., Ltd. Jixin Huang, Zhong Shao, Liang Zhang Yuan Zhou, Shenshen Li, Jie Bai, Dahai Li Beijing Chuangxin Fangzhou Technology Co., Ltd. Shenzhen Litong Industry Investment ... (February 10th, 2021)

This Exclusive Share Option Agreement (this “Agreement”) is executed by and among the following parties on July 23, 2018 in Beijing, the People’s Republic of China (the “PRC”):

Zhihu Inc.SIXTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (February 10th, 2021)

A The Company owns 100% interest in the HK Subsidiary, and the HK Subsidiary owns 100% equity interest in the WFOEs. Zhizhe Sihai controls each of Beijing Zhihu and Shishuo Xinyu by a Captive Structure (as defined below) respectively.

Zhihu Inc.Exclusive Business Cooperation Agreement by and Between Zhizhe Sihai (Beijing) Technology Co., Ltd. and Beijing Zhizhe Tianxia Technology Co., Ltd. November 8, 2011 (February 10th, 2021)

This Exclusive Business Cooperation Agreement (this “Agreement”) is executed by and between the following parties on November 8, 2011, in Beijing, the People’s Republic of China (“China” or the “PRC”).

Zhihu Inc.Equity Interest Pledge Agreement by and among Zhizhe Sihai (Beijing) Technology Co., Ltd. Jixin Huang, Zhong Shao, Liang Zhang Yuan Zhou, Shenshen Li, Jie Bai, Dahai Li Beijing Chuangxin Fangzhou Technology Co., Ltd. Shenzhen Litong Industry Investment ... (February 10th, 2021)

This Equity Interest Pledge Agreement (this “Agreement”) is executed by and among the following parties on July 23, 2018 in Beijing, the People’s Republic of China (the “PRC”):

Zhihu Inc.Shareholders Voting Proxy Agreement by and among Zhizhe Sihai (Beijing) Technology Co., Ltd. Jixin Huang, Zhong Shao, Liang Zhang Yuan Zhou, Shenshen Li, Jie Bai, Dahai Li Beijing Chuangxin Fangzhou Technology Co., Ltd. Shenzhen Litong Industry ... (February 10th, 2021)

This Shareholders Voting Proxy Agreement (this “Agreement”) is entered into by and among the following parties on July 23, 2018, in Beijing, the People’s Republic of China (“China” or the “PRC”).

Zhihu Inc.SERIES F PREFERRED SHARE PURCHASE AGREEMENT (February 10th, 2021)

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound hereto hereby agree as follows:

ThredUp Inc.THREDUP INC. NINTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (February 8th, 2021)

THIS NINTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (this “Agreement”) is made as of the 3rd day of December, 2020, by and among THREDUP INC.., a Delaware corporation (the “Company”), each holder of the Company’s Series A Preferred Stock listed on SCHEDULE A hereto, each of which is referred to in this Agreement as a “Series A Holder,” each holder of the Company’s Series A-1 Preferred Stock listed on Schedule A hereto, each of which is referred to in this Agreement as a “Series A-1 Holder,” each holder of the Company’s Series B Preferred Stock listed on SCHEDULE A hereto, each of which is referred to in this Agreement as a “Series B Holder,” each holder of the Company’s Series C Preferred Stock listed on SCHEDULE A hereto, each of which is referred to in this Agreement as a “Series C Holder,” each holder of the Company’s Series D Preferred Stock listed on SCHEDULE A hereto, each of which is referred to in this Agreement as a “Series D Holder,” each holder of the Company’s Serie

Olink Holding AB (Publ)Lease by and between Cresset Grove LLC, Landlord, and Olink Proteomics, Inc., Tenant (January 29th, 2021)
Gain Therapeutics, Inc.Annex B Form of Investors’ Rights Agreement (January 29th, 2021)

THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the July , 2020, by and among Gain Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.

Gain Therapeutics, Inc.LICENSE AGREEMENT (January 29th, 2021)

MINORYX THERAPEUTICS, S.L. (hereinafter, the “Licensor” or “Minoryx”), a company organized under the laws of Spain, with registered offices at Avenida Ernest Lluch, 32, 08032 Mataró (Barcelona) and tax identification number 13-65648156, duly represented by Marc Martinell Pedemonte, holder of Spanish DNI 46.357.379-M, acting in his capacity as CEO; and

Gain Therapeutics, Inc.EXCHANGE AGREEMENT (January 29th, 2021)

THIS EXCHANGE AGREEMENT (the “Agreement”) is dated as of July , 2020, by and among GAIN THERAPEUTICS, INC., a Delaware corporation, with headquarters located at _______________________ (the “Company”), GT Gain Therapeutics SA, a Swiss company (“GT Gain SA”) and ________________, with a mailing address of ______________________________________ (the “Investor”).

Gain Therapeutics, Inc.CONSULTING AGREEMENT between (January 29th, 2021)

GT Gain Therapeutics S.A, a Swiss Corporation, with registered office in Via Peri 9D, 6900 Lugano, Switzerland, registration number with the Register of Enterprises of Lugano and Tax Code CHE 438 987 642, represented herein by Mr. Lorenzo Leoni, in his capacity as President (hereinafter referred to as the "Company"),

Hayward Holdings, Inc.RESTRICTED STOCK AGREEMENT UNDER THE Hayward HOLDINGS, Inc. SECOND AMENDED AND RESTATED 2017 Equity Incentive Plan (January 21st, 2021)

Pursuant to the Hayward Holdings, Inc. Second Amended and Restated 2017 Equity Incentive Plan (as amended, modified, supplemented or restated and in effect from time to time, the “Plan”), Hayward Holdings, Inc., a Delaware corporation (together with its successors, the “Company”), hereby grants to the individual named above, who is an employee of the Company or any of the Subsidiaries, the shares of Restricted Stock (as defined below), pursuant to which the shares of Restricted Stock are valued at the Per Share Value, which Per Share Value represents the Fair Market Value per share on the Grant Date, subject to the terms and conditions set forth herein and in the Plan. The Holder agrees to the provisions set forth herein, as well as the provisions set forth in the Charter and the Stockholders' Agreement in respect of the Restricted Stock, and acknowledges that each such provision is a material condition of the Company’s agreement to issue and sell the shares of Restricted Stock to him.

Hayward Holdings, Inc.RESTRICTED STOCK SUBSCRIPTION AGREEMENT UNDER THE HAYWARD HOLDINGS, INC. (January 21st, 2021)

Pursuant to the Hayward Holdings, Inc. 2017 Equity Incentive Plan (the “Plan”), Hayward Holdings, Inc., a Delaware corporation (together with its successors, the “Company”), hereby grants, sells and issues to the individual named above, who is an officer, employee, director, consultant or other key person of the Company or any of the Subsidiaries, the shares of Restricted Stock (as defined below) at the Per Share Purchase Price, which Per Share Purchase Price represents the Fair Market Value per share on the Subscription Date, subject to the terms and conditions set forth herein and in the Plan. The parties agree that the Per Share Purchase Price constitutes the “fair market value” of the shares of Restricted Stock for purposes of Section 83 of the Internal Revenue Code of 1986, as amended, and shall take a consistent position for federal income tax purposes. The Subscriber agrees to the provisions set forth herein, as well as the provisions set forth in the Charter and the Stockholder

Hayward Holdings, Inc.NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE SECOND Amended and restated Hayward HOLDINGS, Inc. 2017 Equity Incentive Plan Name of Optionee: (the “Optionee”) (January 21st, 2021)

Pursuant to the Second Amended and Restated Hayward Holdings, Inc. 2017 Equity Incentive Plan (the “Plan”), Hayward Holdings, Inc., a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Optionee, who is an officer, employee, director, consultant or other key person of the Company or any of its Subsidiaries, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Class B Common Stock, par value $0.001 per share of stock (“Stock”), of the Company indicated above (the “Option Shares of Stock,” and such shares of stock once issued shall be referred to as the “Issued Shares of Stock”), at the Option Exercise Price per share, subject to the terms and conditions set forth in this Non-Qualified Stock Option Agreement (this “Agreement”) and in the Plan. This Stock Option is not intended to qualify as an “incentive stock option” as defined in

Hayward Holdings, Inc.NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE SECOND Amended and restated Hayward HOLDINGS, Inc. Name of Optionee: Kevin P. Holleran (the “Optionee”) (January 21st, 2021)

Pursuant to the Second Amended and Restated Hayward Holdings, Inc. 2017 Equity Incentive Plan (the “Plan”), Hayward Holdings, Inc., a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Optionee, who is an officer, employee, director, consultant or other key person of the Company or any of its Subsidiaries, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Class B Common Stock, par value $0.001 per share of stock (“Stock”), of the Company indicated above (the “Option Shares of Stock,” and such shares of stock once issued shall be referred to as the “Issued Shares of Stock”), at the Option Exercise Price per share, subject to the terms and conditions set forth in this Non-Qualified Stock Option Agreement (this “Agreement”) and in the Plan. This Stock Option is not intended to qualify as an “incentive stock option” as defined in

Hayward Holdings, Inc.Anthony P. Colucci Release (January 21st, 2021)

For good and valuable consideration, and in satisfaction of the Executive’s rights under the Employment Agreement dated as of May 17, 2018 (the “Employment Agreement”), which rights are set forth in full on Schedule A hereto, which is incorporated by reference herein, this agreement and release (the “Release”) is entered into by and among Antony P. Colucci (the “Executive”), Hayward Industries, Inc. (the “Company”) and Hayward Holdings, Inc. (the “Parent”, and together with the Company, the “Companies”).

Hayward Holdings, Inc.NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE SECOND Amended and restated Hayward HOLDINGS, Inc. 2017 Equity Incentive Plan Name of Optionee: Eifion jones (the “Optionee”) (January 21st, 2021)

Pursuant to the Second Amended and Restated Hayward Holdings, Inc. 2017 Equity Incentive Plan (the “Plan”), Hayward Holdings, Inc., a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Optionee, who is an officer, employee, director, consultant or other key person of the Company or any of its Subsidiaries, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Class B Common Stock, par value $0.001 per share of stock (“Stock”), of the Company indicated above (the “Option Shares of Stock,” and such shares of stock once issued shall be referred to as the “Issued Shares of Stock”), at the Option Exercise Price per share, subject to the terms and conditions set forth in this Non-Qualified Stock Option Agreement (this “Agreement”) and in the Plan. This Stock Option is not intended to qualify as an “incentive stock option” as defined in

NexImmune, Inc.LEASE AGREEMENT (January 15th, 2021)

THIS LEASE AGREEMENT, made this 30 day of June 2017, by and between W. M. RICKMAN CONSTRUCTION CO., LLC (“LANDLORD”) and NEXIMMUNE, INC. (“TENANT”).

Prometheus Biosciences, Inc.SUBLEASE AGREEMENT (January 15th, 2021)

THIS LEASE is made as of the 22nd day of June, 2005, by and between THE IRVINE COMPANY, a Delaware corporation hereafter called “Landlord,” and PROMETHEUS LABORATORIES INC., a California corporation, hereinafter called “Tenant.”

NexImmune, Inc.SUBLEASE AGREEMENT (January 15th, 2021)

THIS REVISED SUBLEASE is made and executed the 11th day of December, 2017 by and between Nexlmmune, Inc. (a Maryland corporation), (hereinafter called “Tenant”), and Modavar Pharmaceuticals LLC (a Delaware corporation) (hereinafter called “Subtenant”).

NexImmune, Inc.AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT BETWEEN THE JOHNS HOPKINS UNIVERSITY NEXIMMUNE, INC. JHU Agreement: # - [***] (January 15th, 2021)

THIS AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is entered into by and between THE JOHNS HOPKINS UNIVERSITY, a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218-2695 (“JHU”) and NEXIMMUNE, INC., a Delaware corporation having an address at 9119 Gaither Rd, Gaithersburg, MD 20877 (“Company”), with respect to the following:

Prometheus Biosciences, Inc.LOAN AND SECURITY AGREEMENT (January 15th, 2021)

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of January 24, 2020 (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 PROMETHEUS BIOSCIENCES, INC., a Delaware corporation (“Parent”) and PROMETHEUS LABORATORIES INC., a California corporation, each with offices located at 9410 Carroll Park Drive, San Diego, CA 92121 (individually and collectively, jointly and severally, “Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows: