Exhibit 10.1


 





 


 





March 2, 2017


 


VIA ELECTRONIC AND REGULAR MAIL

Argos Therapeutics, Inc.

4233 Technology Drive

Durham, NC 27704

Attn: Vice President of Finance


 


Re:    Venture Loan and Security Agreement dated as of September 29, 2014 (as amended
from time to time, the “Loan Agreement”) by and among Argos Therapeutics, Inc. (“Borrower”), Horizon Credit
II LLC (“HCII”), as assignee of Horizon Technology Finance Corporation (“Horizon”), Fortress Credit Opportunities
V CLO Limited (“FCO V”), as assignee of Fortress Credit Co LLC (“Fortress”), Fortress Credit Opportunities
VII CLO Limited, as assignee of Fortress (“FCO VII” and collectively with, HCII and FCO V, “Lenders”) and
Horizon as Collateral Agent, Secured Promissory Note (Loan A) issued by Borrower, dated September 29, 2014 in the original principal
amount of $5,000,000 (as amended from time to time, the “Loan A Note”), Secured Promissory Note (Loan B) issued by
Borrower, dated September 29, 2014 in the original principal amount of $7,500,000 (as amended from time to time, the “Loan
B Note”), Secured Promissory Note (Loan C) issued by Borrower, dated August 7, 2015 in the original principal amount of $5,000,000
(as amended from time to time, the “Loan C Note”), and Secured Promissory Note (Loan D) dated August 7, 2015 in the
original principal amount of $7,500,000 (as amended from time to time, the “Loan D Note” and collectively with the
Loan A Note, the Loan B Note and the Loan C Note, the “Notes”)


 


Dear Sir or Madam:


 


Lenders have agreed that as of March 3, 2017, Lenders shall accept
payment of (a) $9,241,891.89 to HCII, plus, if payment is made after 10:00 a.m. Eastern time on March 3, 2017 (“Anticipated
Payoff Date”), but prior to 10:00 a.m. Eastern time on March 6, 2017, $2,426.62 for each day after the Anticipated Payoff
Date on which payment is received by HCII (the “Horizon Payoff Amount”), (b) $6,477,501.57 to FCO V, plus, if payment
is made after 10:00 a.m. Eastern time on the Anticipated Payoff Date, but prior to 10:00 a.m. Eastern time on March 6, 2017, $1,702.56
for each day after the Anticipated Payoff Date on which payment is received by FCO V (the “FCO V Payoff Amount”) and
(c) $7,385,347.73 to FCO VII plus, if payment is made after 10:00 a.m. Eastern time on the Anticipated Payoff Date, but prior to
10:00 a.m. Eastern time on March 6, 2017, $1,941.19 for each day after the Anticipated Payoff Date on which payment is received
by FCO VII (the “FCO VII Payoff Amount” and collectively with the FCO V Payoff Amount, the “Fortress Payoff Amount”,
and collectively with the Horizon Payoff Amount and the FCO V Payoff Amount, the “Payoff Amount”) in repayment of the
outstanding Obligations under the Loan Agreement. The agreement of Lenders hereunder to accept the Payoff Amount is conditioned
on receipt of the Payoff Amount no later than March 6, 2017.


 








312 Farmington Avenue, Farmington,
CT 06032        (860) 676-8654        Fax (860) 676-8655
       horizontechfinance.com











     

    	Argos Therapeutics, Inc.
	March 2, 2017
	Page 2 



    

 


Borrower acknowledges and agrees that the Horizon Payoff Amount and
the Fortress Payoff Amount is less than the full amount of the obligations that Lenders assert is due under the Loan Agreement.
In consideration for, among other things, Lenders accepting less than full payment of the Obligations, Borrower shall issue (a)
a warrant to Horizon Technology Finance Corporation to purchase up to 40,000 shares of Borrower’s common stock, (b) a warrant
to Fortress Credit Opportunities V CLO Limited to purchase up to 30,000 shares of Borrower’s common stock, and (c) a warrant
to Fortress Credit Opportunities VII CLO Limited to purchase up to 30,000 shares of Borrower’s common stock, all with a term
of five years at a price equal to the closing price of the Borrower’s common stock on March 3, 2017. On the date on which
the Payoff Amount is tendered to the Lenders by wire transfer as set forth below (such date, the “Payoff Date”), the
Payoff Amount will collectively constitute, automatically and without any further action on the part of the Borrower or Lenders
(i) payment in full of all outstanding indebtedness and obligations owing to Lenders from the above Borrower in connection with
the Loan Agreement and Notes (excluding the Warrants (as defined in the Loan Agreement)); (ii) termination of all unfunded commitments
to make credit extensions or financial accommodations to Borrower or any other person under the Loan Agreement; (iii) termination
and release of all security interests and other liens of every type at any time granted to or held by Collateral Agent and each
Lender as security for such indebtedness; (iv) termination, release and discharge of all other obligations of Borrower under the
Loan Agreement; and (v) termination of the Notes, which shall be of no further force and effect; provided, however, the obligations
set forth in Section 10.3 of the Loan Agreement shall survive pursuant to Section 12.8 thereof and the Borrower’s obligations
under the Warrants shall survive pursuant to their terms.


 


On or as promptly as practicable following the Payoff Date, Lenders
will promptly deliver the original executed copies of the Notes marked “VOID” or “CANCELLED” and shall,
reasonably promptly following request by Borrower, sign and deliver to Borrower such documents and take such other actions as Borrower
shall reasonably request to terminate all of Collateral Agent’s and Lenders’ liens and security interests in all assets
of the Borrower.


 


On the Payoff Date, Borrower hereby releases each Lender, and its
affiliates and subsidiaries, and its and their respective managers, officers, directors, employees, shareholders, investors, owners,
agents and representatives, as well as their successors and assigns, from any and all claims, obligations, rights, causes of action,
and liabilities, of whatever kind or nature, whether known or unknown, whether foreseen or unforeseen, arising on or before the
date hereof, which Borrower ever had, now has or hereafter can, shall or may have for, upon or by reason of any matter, cause or
thing whatsoever, which are based upon, arise under or are related to the Loan Agreement.


 


The Horizon Payoff Amount shall be tendered using the following wire
instructions:


 


	Credit:	Horizon Credit II LLC
	Bank Name:	Key Bank
	Bank Address:	1000 S. McCaslin Blvd.
	 	Superior, CO 80027
	Account No.:	 
	ABA Routing No.:	 
	Reference:	Argos Therapeutics, Inc. Payoff


 







     

    	Argos Therapeutics, Inc.
	March 2, 2017
	Page 3 



    

 


The FCO V Payoff Amount shall be tendered using the following wire
instructions:


 


	Credit:	Fortress Credit Opportunities V CLO Limited
	Bank Name:	U.S. Bank N.A.
	Account No.:	 
	FFC	 
	ABA Routing No.:	 
	Reference:	Argos/ Fortress Credit Opportunities V CLO Limited Attention: Myra


 


The FCO VII Payoff Amount shall be tendered using the following wire
instructions:


 


	Credit:	Fortress Credit Opportunities VII CLO Limited
	Bank Name:	U.S. Bank N.A.
	Account No.:	 
	FFC	 
	ABA Routing No.:	 
	Reference:	Argos/ Fortress Credit Opportunities VII CLO Limited

Attention: Myra


 


Please note that the above Payoff Amount assumes no principal paydown
through March 6, 2017. Nothing contained herein shall modify or amend the Borrower’s obligation to make the scheduled payments
set forth in the Notes, until such time as each Lender has received the Payoff Amount. This Payoff Letter shall be governed by
the laws of the State of New York. This Payoff Letter may be executed by any of the parties hereto on separate counterparts, and
all of said counterparts taken together shall be deemed to constitute one and the same instrument.


 


Sincerely yours,


 





	BORROWER:	 	 	 	 
	ARGOS THERAPEUTICS, INC.	 	 	 	 
	 	 	 	 	 	 
	By: /s/ Jeff Abbey	 	 	 	 
	Name: Jeff Abbey	 	 	 	 
	Title: President and Chief Executive Officer	 	 	 	 
	 	 	 	 	 	 
	COLLATERAL AGENT:	 	LENDER:	 
	HORIZON TECHNOLOGY FINANCE

CORPORATION, a Delaware corporation	 	HORIZON CREDIT II LLC, a Delaware limited liability company	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	/s/ Robert D. Pomeroy, Jr. 	 	By:	/s/ Robert D. Pomeroy, Jr. 	 
	Robert D. Pomeroy, Jr.	 	Robert D. Pomeroy, Jr.	 
	Chief Executive Officer	 	Chief Executive Officer	 



 






     

    	Argos Therapeutics, Inc.
	March 2, 2017
	Page 4 



    

 


	LENDER:	 	LENDER:	 
	FORTRESS CREDIT OPPORTUNITIES VII CLO LIMITED, as a Lender	 	FORTRESS CREDIT OPPORTUNITIES V CLO LIMITED, as a Lender	 
	 	 	 	 	 	 
	By: 	FCO VII CLO CM LLC, its Collateral Manager	 	By: 	FCO V CLO CM LLC, its Collateral Manager	 
	 	 	 	 	 	 
	By: 	/s/ Jason Meyer 	 	By: 	/s/ Jason Meyer 	 
	Name: Jason Meyer	 	Name: Jason Meyer	 
	Title: Chief Administrative Officer	 	Title: Authorized Signatory