Exhibit 4.5


 


 


 





AMENDMENT NO. 3 TO

FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


This Amendment No. 3 (this “Amendment”)
to the Fifth Amended and Restated Registration Rights Agreement, dated August 9, 2013 (the “Registration Rights Agreement”),
by and among the Company and the Holders (as defined therein) is entered into as of the 6th day of March, 2017 by and among Argos
Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the signatories hereto. Capitalized
terms not defined herein shall have the meanings given to such terms in the Registration Rights Agreement.


 


RECITALS


 


WHEREAS, the Company is entering into a payoff
letter with Horizon Technology Finance Corporation and its affiliates (“Horizon”) and entities affiliated with
Fortress Credit Opportunities (“Fortress,” and together with Horizon, the “Lenders”) (the
“Payoff Letter”) with respect to the venture loan and security agreement with Horizon as a lender and collateral
agent and Fortress as a lender, dated September 29, 2014, pursuant to which Payoff Letter the Company has agreed to issue warrants
to each Lender for the purchase of common stock of the Company and to grant certain specified registration rights with respect
to the shares of common stock issuable upon exercise of such warrants;


 


WHEREAS, the Company and the Requisite Holders
(as defined below) desire to amend the Registration Rights Agreement to enable the grant of registration rights;


 


WHEREAS, the Registration Rights Agreement may
be amended pursuant to Section 16.1 thereof only with the written consent of the (a) Company and (b) the Holders holding (i) more
than 60% of the Registrable Securities and (ii) at least 70% of the Series E Registrable Securities (together, the “Requisite
Holders”); and


 


WHEREAS, the Company and the Requisite Holders
desire to amend the Registration Rights Agreement as set forth herein.


 


NOW, THEREFORE, in consideration of the mutual
covenants contained herein and for other valuable consideration, the receipt of which is hereby acknowledged, the parties agree
as follows:


 


		1.	Amendment of Section 2.1.39. Section 2.1.39 of the Registration Rights Agreement is hereby
amended by deleting Section 2.1.39 in its entirety and substituting in lieu thereof the following:



 


“2.1.39 “Warrant Registrable Securities”
shall mean (i) shares of Common Stock issued or issuable pursuant to the exercise of warrants granted to pursuant to the Venture
Loan and Security Agreement, dated as of September 30, 2014, among the Company, entities affiliated with Horizon Technology Finance
Corporation (“Horizon”) and entities affiliated with Fortress Credit Co LLC (“Fortress”),
(ii) shares of Common Stock issued or issuable pursuant to the exercise of warrants granted to pursuant to the Payoff Letter, dated
as of March [__], 2017, among the Company, Horizon and Fortress and (iii) any shares of Common Stock issued or issuable in respect
of such shares upon any stock split, stock dividend, recapitalization, reorganization, merger, consolidation, sale of assets or
similar event.”


 






     

     

    

 


		2.	Holders. The parties hereto acknowledge and agree that each of the Lenders, to the extent
not already a party to the Registration Rights Agreement, shall execute a counterpart signature page to the Registration Rights
Agreement, in the form attached hereto as Schedule 1; that by execution thereof each such Lender shall become party to the
Registration Rights Agreement as a Holder; and that upon such execution Exhibit A of the Registration Rights Agreement shall
be amended to add each Lender to such Exhibit A.



 


		3.	Effectiveness of Amendment. Except as expressly amended hereby, all terms, conditions and
provisions of the Registration Rights Agreement shall remain in full force and effect in accordance with the Registration Rights
Agreement.



 


		4.	Counterparts. This Amendment may be executed in one or more counterparts, each of which
shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.



 


[Remainder of Page Intentionally Left Blank]


 


 


 


 


 


 






     

     

    

 


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


 


	
        COMPANY:

         

        Argos Therapeutics, Inc.

         

        By: /s/ Jeffrey D. Abbey

        Name: Jeffrey D. Abbey

        Title: Chief Executive Officer
	
        

         



 


 


 


 


 


 






     

     

    

 


Schedule 1


 


 


Counterpart Signature Page to Registration Rights Agreement


 


 


By its execution and delivery of this counterpart signature page,
the undersigned hereby agrees to bound by the terms and conditions of the Fifth Amended and Restated Registration Rights Agreement
(the “Agreement”), dated as of August 9, 2013, by and among Argos Therapeutics, Inc., a Delaware corporation
(the “Company”), and the Holders (as defined in the Agreement), as amended from time to time, as a “Holder”
thereunder, and authorizes this signature page to be attached to the Agreement.


 


Executed as of the date set forth below.


 





	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	By:	 	 
	 	 	By:	 	 
	 	 	 	Name:	 
	 	 	 	Title:	 
	 	 	Date:	 	 
	 	 	Contact Person:	 	 
	 	 	Telephone No.:	 	 
	 	 	Telecopy No.:	 	 
	 	 	Email Address:  	 	 
	 	 	Address: