Exhibit 10.12


 


SECOND AMENDMENT

TO

LOAN AND SECURITY AGREEMENT


 


This Second Amendment to Loan and Security
Agreement (this “Amendment”) is entered into as of March 8, 2019, by and among PACIFIC WESTERN BANK,
a California state chartered bank (“Bank”), and COMPASS THERAPEUTICS LLC and COMPASS THERAPEUTICS ADVISORS,
INC. (each a “Borrower” and collectively, “Borrowers”).


 


RECITALS


 


Borrower and Bank are parties to that certain
Loan and Security Agreement dated as of March 30, 2018 (as amended from time to time, the “Agreement”).
The parties desire to amend the Agreement in accordance with the terms of this Amendment.


 


NOW, THEREFORE, the parties agree as follows:


 


		1)	The following defined term in Exhibit A to the Agreement is hereby amended and restated, as follows:



 


“Milestone
II” means receipt by Bank of evidence reasonably satisfactory to Bank of Parent’s receipt after the Closing Date of
at least $62,350,000 of net proceeds from the sale or issuance of its equity securities on or before April 30, 2019 to investors
reasonably acceptable to Bank.


 


		2)	Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined
in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective
terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and
performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under
the Agreement, as in effect prior to the date hereof. Each Borrower ratifies and reaffirms the continuing effectiveness of all
agreements entered into in connection with the Agreement.



 


		3)	Each Borrower represents and warrants that the representations and warranties contained in the
Agreement are true and correct as of the date of this Amendment.



 


		4)	This Amendment may be executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one instrument.



 


		5)	As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance
satisfactory to Bank, the following:



 


		a)	this Amendment, duly executed by each Borrower;



 


		b)	payment of all Bank Expenses, including Bank’s expenses for the documentation of this Amendment
and any related documents, and any UCC, good standing or intellectual property search or filing fees, which may be debited from
any of Borrower’s accounts; and



 


		c)	such other documents and completion of such other matters, as Bank may reasonably deem necessary
or appropriate.



 


[Signature Page Follows]


 


Compass Therapeutics LLC – 2nd Amendment
to LSA


 




    


     


    

 


IN WITNESS WHEREOF, the undersigned have
executed this Amendment as of the first date above written.


 


	COMPASS THERAPEUTICS LLC	 
	 	 	 
	By:	/s/ Lynne Sullivan	 
	Name:  	Lynne Sullivan	 
	Title:	CFO	 
	 	 	 
	COMPASS THERAPEUTICS ADVISORS, INC.	 
	 	 	 
	By:	/s/ Damon Banks	 
	Name:	Damon Banks	 
	Title:	Secretary	 
	 	 	 
	PACIFIC WESTERN BANK	 
	 	 	 
	By:	/s/ Joseph Holmes Dague	 
	Name:	Joseph Holmes Dague	 
	Title:	Senior Vice President	 


 


[Signature Page to Second Amendment
to Loan and Security Agreement]


 


Compass Therapeutics LLC – 2nd Amendment
to LSA