Consent and Fifth Amendment to Loan and Security Agreement among Oxford Finance LLC, the Lenders (as defined in the certain Loan and Security Agreement, dated as of February 28, 2020) and the Registrant

Exhibit 10.2

CONSENT AND FIFTH AMENDMENT TO
LOAN AND SECURITY AGREEMENT

THIS CONSENT AND FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of June 21, 2023, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314, as collateral agent (in its individual capacity, “Oxford”; and in its capacity as collateral agent, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) or otherwise party thereto from time to time including Oxford in its capacity as a Lender, OXFORD FINANCE FUNDING IX, LLC, with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“OFF IX”), OXFORD FINANCE FUNDING 2019-1, LLC, with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“OFF 2019-1”), OXFORD FINANCE FUNDING XIII, LLC, with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“OFF XIII”), and SILICON VALLEY BANK, a division of FIRST-CITIZENS BANK & TRUST COMPANY (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.A. (as successor to Silicon Valley Bank)), with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (Oxford together with OFF IX, OFF 2019-1, OFF XIII and SVB, each a “Lender” and collectively, the “Lenders”), SUTRO BIOPHARMA, INC., a Delaware corporation with offices located at 111 Oyster Point Boulevard, South San Francisco, CA 94080 (“Borrower”).

Recitals

WHEREAS, Collateral Agent, Borrower and the Lenders party thereto from time to time have entered into that certain Loan and Security Agreement, dated as of February 28, 2020 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) pursuant to which the Lenders have provided to Borrower certain loans in accordance with the terms and conditions thereof;

WHEREAS, Borrower has requested that Collateral Agent and the Lenders consent to Borrower entering into that certain Purchase and Sale Agreement, in substantially the same form as the draft of the same attached hereto as Exhibit A ( such Purchase and Sale Agreement, in substantially the same form as the draft of the same attached hereto as Exhibit A, the “Purchase Agreement”), with BXLS V—Vault L.P. (“Purchaser”), dated on or about the date hereof, which Purchase Agreement provides for the sale by the Borrower to the Purchaser of the “Purchased Assets” (as such term is defined in the Purchase Agreement) (the “Purchased Assets”) which Purchased Assets include the rights to certain royalty payments under the Vaxcyte Agreement and related rights and assets, consummating the transactions contemplated thereby and performing its obligations thereunder, and although the Lenders and Collateral Agent are under no obligation to do so, the Lenders and Collateral Agent have agreed to consent to the Borrower entering into the Purchase Agreement and consummating the transactions contemplated thereby and performing its obligations thereunder, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below;

WHEREAS, Borrower has also requested that Collateral Agent and the Lenders make certain revisions to the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below;

WHEREAS, although the Lenders and Collateral Agent are under no obligation to do so, the Lenders and Collateral Agent have agreed to make certain revisions to the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and

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warranties set forth below; and WHEREAS, in connection with the foregoing, Borrower, the Lenders and Collateral Agent desire to consent to the Borrower entering into the Purchase Agreement, consummating the purchase and sale of the Purchased Assets in accordance therewith and performing its obligations thereunder, and to amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below;

NOW, THEREFORE, in consideration of the promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower, the Lenders and Collateral Agent hereby agree as follows:

Borrower shall deliver to Collateral Agent a fully-executed copy of the Purchase Agreement promptly following execution thereof. All payments made by the Purchaser to Borrower under the Purchase Agreement shall be deposited into and/or wired to a Collateral Account that is subject to Control Agreements in favor of Collateral Agent. Collateral Agent’s and the Lenders’ agreement to consent to the Borrower entering into the Purchase Agreement and consummating the transactions contemplated thereby and performing its obligations thereunder, shall in no way obligate Collateral Agent or any Lender to make any other modifications to the Loan Agreement or to waive Borrower’s compliance with any other terms of the Loan Documents, and shall not limit or impair Collateral Agent’s and the Lenders’ right to demand strict performance of all other terms and covenants as of any date. The consent set forth above shall not be deemed or otherwise construed to constitute a waiver of any other provisions of the Loan Agreement in connection with any other transaction.

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“Basic Rate” is, with respect to the Term Loan, the floating per annum rate of interest (based on a year of three hundred sixty (360) days) equal to the greater of (i) eight and seven one hundredths of one percent (8.07%) and (ii) the sum of (a) 1-Month CME Term SOFR reported on the last Business Day of the month that immediately precedes the month in which the interest will accrue, plus (b) one tenth of one percent (0.10%), plus (c) six and four tenths of one percent (6.40%). Notwithstanding the foregoing, (i) in no event shall the Basic Rate for any Term Loan be less than eight and seven one hundredths of one percent (8.07%), and (ii) upon the occurrence of a Benchmark Transition Event, Collateral Agent may, in good faith and with reference to the margin above such interest rate in this definition, amend this Agreement to replace the Benchmark with a replacement interest rate and replacement margin above such interest rate that results in an interest rate floor of eight and seven one hundredths of one percent (8.07%) and a total rate equal to the total rate in effect immediately prior to the effectiveness of such replacement interest rate and replacement margin, and any such amendment shall become effective at 5:00 p.m. Eastern time on the third Business Day after Collateral Agent has notified Borrower of such amendment. Any determination, decision or election that may be made by Collateral Agent pursuant hereto will be conclusive and binding absent manifest error and may be made in Collateral Agent’s sole discretion and without consent from any other party.

“1-Month CME Term SOFR” is the 1-month CME Term SOFR reference rate as published by the CME Term SOFR Administrator on the CME Term SOFR Administrator’s Website.

“Benchmark” is, initially, the 1-Month CME Term SOFR; provided, that if a Benchmark Transition Event has occurred with respect to the I-Month CME Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable replacement rate that has replaced the immediately preceding benchmark rate pursuant to the defined term “Basic Rate”.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a) a public statement or publication of information by or on behalf of the administrator for such Benchmark announcing that such Person has ceased or will cease to provide such Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark;

(b) a public statement or publication of information by the regulatory supervisor for the administrator for such Benchmark, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority

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over the administrator for such Benchmark, which states that the administrator for such Benchmark has ceased or will cease to provide such Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark; or

(c) a public statement or publication of information by the regulatory supervisor for the administrator for such Benchmark announcing that such Benchmark is no longer representative or in compliance with the International Organization of Securities Commissions Principles for Financial Benchmarks.

“CME Term SOFR Administrator” is CME Group Benchmark Administration Limited, as administrator of the forward-looking term SOFR, or any successor administrator.

“CME Term SOFR Administrator’s Website” is the website of the CME Group Benchmark Administrator at http://www.cmegroup.com, or any successor source.

“Fifth Amendment Date” means June 21, 2023.

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“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” (Emphasis added.)

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In Witness Whereof, the parties hereto have caused this Consent and Fifth Amendment to Loan and Security Agreement to be duly executed and delivered as of the date first set forth above.

EXHIBIT A

Purchase Agreement

[Attached]