YUMANITY THERAPEUTICS, INC.
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
This Amendment No. 1 to Securities Purchase Agreement (this Amendment) is made as of __________, 2022, by and among Yumanity Therapeutics, Inc., a Delaware corporation (the Company), the undersigned Purchasers (as defined in the PIPE Agreement, which is defined below), and, solely for purposes of Sections 2, 4 and 5 of this Amendment, Kineta, Inc., a Washington corporation (Kineta). Capitalized terms used herein but not otherwise defined herein shall have the meanings given to them in the PIPE Agreement.
WHEREAS, the Company is party to that Agreement and Plan of Merger dated as of June 5, 2022 (as such may be amended from time to time, the Merger Agreement), by and among the Company, Yacht Merger Sub, Inc., a Washington corporation and wholly owned subsidiary of the Company, and Kineta, pursuant to which Kineta will become a wholly-owned subsidiary of the Company;
WHEREAS, in connection with the Merger Agreement, the Company and the Purchasers entered into a Securities Purchase Agreement dated as of June 5, 2022 (as such may be amended from time to time, the PIPE Agreement), pursuant to which the Company agreed to sell and issue to each Purchaser certain shares of the Companys common stock, par value $0.001 per share, as set forth on Schedule 1 attached thereto;
WHEREAS, the PIPE Agreement and any term thereof may be amended, terminated or waived only with the written consent of the Company and the Purchasers, pursuant to Section 6.7 of the PIPE Agreement;
WHEREAS, the Company and the Purchasers now wish to amend the PIPE Agreement as set forth herein; and
WHEREAS, in order to further induce the Purchasers to enter into this Amendment, the parties hereto desire that Kineta issue to each Purchaser a warrant as set forth herein.
In consideration of the mutual promises, covenants and conditions hereinafter set forth, the Company, the Purchasers and Kineta (solely for purposes of Sections 2, 4 and 5 hereof) mutually agree as follows:
1. Amendments to PIPE Agreement.
a. Recital E of the PIPE Agreement is hereby amended and restated in its entirety to read as follows:
E. The Company has authorized, upon the terms and conditions stated in this Agreement, the sale and issuance of up to an aggregate of [18,181,818] shares, subject to proportional adjustment for the Reverse Stock Split, of Company Common Stock (the Shares).