Second Amended and Restated Registration Rights Agreement



 Exhibit 10.1 
 SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 
 This Second Amended and
Restated Registration Rights Agreement dated as of March 31, 2008 (this “Agreement”), among Argos Therapeutics, Inc., a Delaware corporation (the “Company”), and the persons executing a counterpart of
this Agreement listed as Holders on the signature pages of this Agreement. 
 PRELIMINARY STATEMENT 

The Company and the Holders of Series A Preferred Stock, Series B Preferred Stock and Series B-1 Preferred Stock were parties to a First Amended and
Restated Registration Rights Agreement dated as of April 11, 2001, as amended by that certain Joinder and Amendment to First Amended and Restated Registration Rights Agreement dated as of June 17, 2004 (the “Old Registration Rights
Agreement”). 
 The Company and the purchasers of Series C Preferred Stock have entered into a certain Series C Preferred Stock
Purchase Agreement of even date herewith (the “Series C Purchase Agreement”) pursuant to which the Company has agreed to sell and such purchasers have severally agreed to purchase shares of the Series C Preferred Stock. 

The Company and the other parties to this Agreement intend that, upon the execution of this Agreement, the Old Registration Rights Agreement shall be
superseded by, and amended and restated in its entirety as provided for in this Agreement. 
 In consideration of the mutual representations and
agreements set forth in this Agreement, the Company and the Holders agree to the following: 
 AGREEMENT 

 

	1.	RESTATEMENT 

 1.1 The Old Registration
Rights Agreement is hereby superseded by, and amended and restated in its entirety as provided for herein. 
  

	2.	DEFINITIONS 

 2.1 As used in this
Agreement, the following terms shall have the following meanings: 
  

	2.1.1	“Affiliate” means any entity controlling, controlled by or under common control with a designated person. For the purposes of this definition,
“control” shall have the meaning specified as of the date of this Agreement for that word in Rule 405 promulgated by the Commission under the Securities Act; 


 

	2.1.2	“Aurora Entities” means Aurora Ventures II, LLC, Harbinger/Aurora Venture Fund, LLC, Harbinger/Aurora QP Venture Fund, LLC and their Related Parties,
collectively; 

  

	2.1.3	“Board” means the Board of Directors of the Company; 









	2.1.4	 “Commencement Date” means the earliest date as of which the Holders shall be entitled to exercise registration rights hereunder, which
date shall be the earlier of (a) the fourth anniversary of the date of this Agreement or (b) the
180th day after the effective date of a Qualified Public
Offering; 


  

	2.1.5	“Commission” means the Securities and Exchange Commission, and any successor thereto; 


 

	2.1.6	“Common Stock” means the Company’s Common Stock, par value $0.001 per share; 


 

	2.1.7	“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any statute or statutes which shall be enacted to
take the place of such Exchange Act, together with all rules and regulations promulgated thereunder; 

  

	2.1.8	“Forbion Entities” means Forbion Capital Partners, Cooperatieve AAC LS U.A., a cooperative association with corporate seat in Amsterdam, their Related
Parties and ABN-AMRO Ventures B.V., collectively; 

  

	2.1.9	“Holders” means holders of outstanding Registrable Securities who are (a) persons executing a counterpart of this Agreement listed as Holders on
the signature pages of this Agreement, and (b) any subsequent legal or beneficial owner of Registrable Securities who has become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement in
the form of Exhibit B attached hereto and in accordance with Section 15 of this Agreement, including purchasers who purchase Series C Preferred Stock after the date hereof pursuant to the Series C Purchase Agreement;


  

	2.1.10	“Intersouth Entities” means Intersouth Affiliates V, L.P., Intersouth Partners IV, L.P., Intersouth Partners V, L.P. and their Related Parties,
collectively; 

  

	2.1.11	“Lumira Entities” means Lumira Capital I Limited Partnership, Lumira Capital I Quebec Limited Partnership, SC Biotechnology Development Fund LP,
1761895 Ontario Inc. and their Related Parties, collectively; 

  

	2.1.12	“Manager” shall have the meaning ascribed thereto in subsection 2.1.19; 


 

	2.1.13	“Notices” shall have the meaning ascribed thereto in subsection 16.4; 


 

	2.1.14	“Old Registration Rights Agreement” shall have the meaning ascribed thereto in the Preliminary Statement; 


 

	2.1.15	“Preferred Stock” means the Series A Preferred Stock, the Series B Preferred Stock, the Series B-1 Preferred Stock and the Series C Preferred Stock,
collectively; 

  

	2.1.16	“Qualified Public Offering” means the closing of an initial public offering by the Company for its own account of Common Stock pursuant to a
registration statement on Form S-1 (or such successor form as the Commission may promulgate) in which the offering price per share is not less than $0.867054 (as adjusted for stock splits, dividends and the like) with aggregate proceeds to the
Company of not less than $30,000,000 (before deduction of underwriters commissions and expenses); 


  
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	2.1.17	“Registrable Securities” shall mean the Series A Registrable Securities, the Series B Registrable Securities, the Series B-1 Registrable Securities and
the Series C Registrable Securities, collectively. Wherever reference is made in this Agreement to a request or consent of Holders of a certain percentage of Registrable Securities, the determination of such percentage shall be calculated on the
basis of shares of Common Stock issued or issuable in respect of the Preferred Stock; 

  

	2.1.18	“Registration Expenses” shall have the meaning ascribed thereto in subsection 8.1; 


 

	2.1.19	“Related Parties” means with respect to a Stockholder (a) such Stockholder’s Affiliates and (b) if such Stockholder is a venture capital
or other investment fund, such Stockholder’s exclusive provider of investment management or investment advisory services (a “Manager”), such Manager’s Affiliates, any other venture capital or investment fund to which such
Manager or its Affiliates provide exclusive investment management or investment advisory services, and any other venture capital or investment fund in the same fund family, and “Related Parties” shall mean all of them collectively;


  

	2.1.20	“Rule 144” means Rule 144 promulgated by the Commission under the Securities Act, as such rule may be amended from time to time, or any successor Rule
thereto; 

  

	2.1.21	“Securities Act” means the Securities Act of 1933, as amended prior to or after the date of this Agreement, or any federal statute or statutes
which shall be enacted to take the place of such Act, together with all rules and regulations promulgated thereunder; 

  

	2.1.22	“Selling Expenses” shall have the meaning ascribed thereto in subsection 8.1; 


 

	2.1.23	“Series A Preferred Stock” means the Company’s Series A Preferred Stock, par value $0.001 per share; 


 

	2.1.24	“Series A Registrable Securities” shall mean (i) shares of Common Stock issued or issuable pursuant to the conversion of shares of Series A
Preferred Stock and (ii) 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, excluding in any
event securities which have (a) been registered under the Securities Act pursuant to an effective registration statement filed thereunder and disposed of in accordance with the registration statement covering them or (b) been sold to the
public pursuant to Rule 144 under the Securities Act; 

  

	2.1.25	“Series B Preferred Stock” means the Company’s Series B Preferred Stock, par value $0.001 per share; 


 

	2.1.26	“Series B Registrable Securities” shall mean (i) shares of Common Stock issued or issuable pursuant to the conversion of shares of Series B
Preferred Stock and (ii) 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, excluding in any
event securities which have (a) been registered under the Securities Act pursuant to an effective registration statement filed thereunder and disposed of in accordance with the registration statement covering them or (b) been sold to the
public pursuant to Rule 144 under the Securities Act; 


  
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	2.1.27	“Series B-1 Preferred Stock” means the Company’s Series B-1 Preferred Stock, par value $0.001 per share; 


 

	2.1.28	“Series B-1 Registrable Securities” shall mean (i) shares of Common Stock issued or issuable pursuant to the conversion of shares of Series B-1
Preferred Stock and (ii) 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, excluding in any
event securities which have (a) been registered under the Securities Act pursuant to an effective registration statement filed thereunder and disposed of in accordance with the registration statement covering them or (b) been sold to the
public pursuant to Rule 144 under the Securities Act; 

  

	2.1.29	“Series C Preferred Stock” means the Company’s Series C Preferred Stock, par value $0.001 per share; 


 

	2.1.30	“Series C Purchase Agreement” shall have the meaning ascribed thereto in the Preliminary Statement; 


 

	2.1.31	“Series C Registrable Securities” shall mean (i) shares of Common Stock issued or issuable pursuant to the conversion of shares of Series C
Preferred Stock and (ii) 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, excluding in any
event securities which have (a) been registered under the Securities Act pursuant to an effective registration statement filed thereunder and disposed of in accordance with the registration statement covering them or (b) been sold to the
public pursuant to Rule 144 under the Securities Act. Wherever reference is made in this Agreement to a request or consent of Holders of a certain percentage of Series C Registrable Securities, the determination of such percentage shall be
calculated on the basis of shares of Common Stock issued or issuable in respect of the Series C Preferred Stock; 

  

	2.1.32	“Short Form” means Form S-3 under the Securities Act, and any other form promulgated after the date of this Agreement applicable in circumstances
substantially comparable to either of those forms, regardless of its designation; and 

  

	2.1.33	“TVM Entities” means TVM V Life Science Ventures GmbH & Co. KG and its Related Parties, collectively; 


 

	3.	DEMAND REGISTRATIONS 

 3.1 At any time on
or after the Commencement Date, by a written notice to the Company, a Holder or Holders holding at least 25% of the Registrable Securities then outstanding may from time to time request that the Company register on Form S-1 or Form S-2 under the
Securities Act (or such successor forms as the Commission may promulgate) and under other relevant securities laws, for disposition in accordance with methods stated in the notice, Registrable Securities having an aggregate proposed offering price
of at least $3,000,000. 

  
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 3.2 When it receives a registration notice under subsection 3.1, the Company shall promptly deliver a copy
of the registration notice to each Holder who is not a party to the registration notice, each of whom may then specify, by notice to the Company within fifteen (15) days of receipt of such registration notice, a number of shares of Registrable
Securities which it wishes to include in any registration pursuant to the registration notice under subsection 3.1. 
 3.3 When it receives a
registration notice under subsection 3.1, the Company shall use its best efforts to effect the registration under the Securities Act of Registrable Securities specified in the registration notice under subsection 3.1 and subsequent notices under
subsection 3.2, all to the extent requisite to permit disposition by such Holders in accordance with the intended methods of disposition described in the registration notice. 

 

	4.	REGISTRATIONS ON SHORT FORMS 

 4.1 In
addition to the rights provided for in subsection 3.1, if at any time the Company is a registrant entitled to use a Short Form to register Registrable Securities, one (1) or more Holders holding an aggregate of at least 15% of the Registrable
Securities then outstanding may by a written notice to the Company request that the Company register Registrable Securities specified in the notice on a Short Form. The Holders shall be entitled to request an unlimited number of registrations on
Short Forms. 
 4.2 When it receives a notice under subsection 4.1, and provided that the reasonably anticipated price to the public of the
Registrable Securities proposed to be registered would total more than $1,000,000, the Company shall use its best efforts to effect the expeditious registration under the Securities Act, on a Short Form, of Registrable Securities specified in the
notice which are not then freely tradeable without any volume or other limitations pursuant to the provisions of Rule 144. 
 4.3 When it
receives a registration notice under subsection 4.1, the Company shall promptly deliver a copy of the registration notice to each Holder who is not a party to the registration notice, each of whom may then specify, by notice to the Company within
fifteen (15) days of receipt of such registration notice, a number of Registrable Securities which it wishes to include in any registration pursuant to the registration notice under subsection 4.1. 

4.4 Notwithstanding subsections 4.1 and 4.2, the Company shall not be required to effect any Short Form registration within six (6) months after the
effective date of any other registration statement of the Company (other than on Forms S-4 or S-8 or their equivalents). 
 4.5 The Company
shall use all reasonable efforts to qualify for registration on any Short Form; and to that end the Company shall register (whether or not required by law to do so) the Common Stock under the Exchange Act in accordance with the provisions of that
Act following the effective date of the first registration of any securities of the Company on Form S-1 or any comparable or successor form. 
  

	5.	INCIDENTAL REGISTRATIONS 

 5.1 Each time
the Company proposes to register any of its securities under the Securities Act (other than pursuant to Section 3 or 4 hereof) prior to the tenth anniversary of the effective date of a Qualified Public Offering, for sale to the public, whether
for its own account or for the account of other security holders or both, it will give at least sixty (60) days’ advance written notice of its intention to do so to each Holder. Each Holder may then specify, by notice to the Company within
fifteen (15) days of its receipt of the Company’s notice, a number of shares of Registrable Securities which it wishes to include in the Company’s proposed registration. Subject to the market cutback limitations of Section 10,
the Company will use its best efforts to effect the registration under the Securities Act of Registrable Securities specified by Holders under this Section 5. 

  
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	6.	LIMITATIONS ON REGISTRATION RIGHTS 

 6.1
Notwithstanding any contrary provision of this Agreement: 
  

	6.1.1	the Company shall not be required to effect more than two (2) registrations pursuant to Section 3 at its expense; provided, however, that a demand for
registration shall not count as one (1) of the two (2) registrations permitted pursuant to Section 3 under this paragraph 6.1.1 if either (i) the registration statement filed with respect to such registration is not declared
effective by the Commission, or (ii) the Holders requesting registration of Registrable Securities under subsections 3.1 and 3.2 do not register and sell at least 90% of the Registrable Securities they have requested be registered in such
registration, and provided further that the Holders may request registrations in excess of two (2) if the Holders agree to pay all Registration Expenses associated with such registrations in excess of two (2) and the Board of Directors of
the Company does not deem such additional registrations to be unduly burdensome on the management of the Company; and 

  

	6.1.2	Section 5 shall not apply to a registration effected solely to implement an employee benefit plan or to any other form or type of registration which does not
permit inclusion of Registrable Securities pursuant to Commission rule or practice. 

  

	7.	REGISTRATION PROCEDURES 

 7.1 Whenever the
Company is required by the provisions of this Agreement to use its best efforts to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: 

 

	7.1.1	in the case of a registration required under Section 3, engage the underwriters designated by the sellers pursuant to subsection 14.1; 


 

	7.1.2	before filing each registration statement or prospectus or amendment or supplement thereto with the Commission, furnish each seller with copies of all such documents
proposed to be filed which shall be subject to the reasonable approval of such seller or its counsel; 

  

	7.1.3	prepare and file with the Commission a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement
to become and remain effective for the period provided in subsection 7.2; 

  

	7.1.4	prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary
to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such registration statement in accordance with the intended
methods of disposition set forth in such registration statement; 


  
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	7.1.5	prepare and promptly file with the Commission, and notify each seller of such Registrable Securities immediately after the filing of, such amendment or supplement to
such registration statement or prospectus as may be necessary to correct any statements or omissions if, during such periods as a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have
occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the
circumstances in which they were made, not misleading, and notify each seller immediately after its discovery of such event; 

  

	7.1.6	furnish to the underwriters and each seller of such Registrable Securities such numbers of copies of such registration statement, each amendment and supplement thereto,
the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such underwriters or seller may reasonably request in order to facilitate the disposition of the Registrable Securities
subject to such registration statement in accordance with such registration statement; 

  

	7.1.7	use its best efforts to register or qualify any Registrable Securities covered by such registration statement under the securities or blue sky laws of such
jurisdictions within the United States of America as a seller or the underwriters reasonably request, and to take any other acts which a seller or the underwriters may reasonably request under such securities or blue sky laws to enable the
consummation of the disposition in such jurisdictions of such Registrable Securities (provided, however, that the Company may not be required under this Agreement (i) to qualify generally to do business as a foreign corporation in any
jurisdiction in which it would not otherwise be required to qualify, or (ii) to subject itself to taxation in any such jurisdiction, or (iii) to consent to general service of process in any such jurisdiction); 


 

	7.1.8	provide a transfer agent and registrar for all Registrable Securities sold under the registration not later than the effective date of the registration statement;


  

	7.1.9	cause all Registrable Securities sold under the registration to be listed on each securities exchange or to be qualified and eligible for trading in any automated
quotation system, if any, on which similar securities issued by the Company are then listed or traded or, if no such listing or qualification has then occurred, to cause such securities to be so listed or qualified on an exchange or in a trading
system that is reasonably acceptable to Holders holding the Registrable Securities being sold; 

  

	7.1.10	enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the underwriters, if any, or the Holders
holding more than 50% of the Registrable Securities being sold reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, effecting a stock split or a combination of shares),
it being understood that such agreements and actions shall also benefit other Holders who are selling Registrable Securities thereunder; 


  
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	7.1.11	advise each seller of Registrable Securities, immediately after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission
suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop
order should be issued; 

  

	7.1.12	make available for inspection by each seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement, and
any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and
independent accountants to supply all information reasonably requested by any such seller or underwriter in connection with such registration statement, all subject to such limitations as the Company reasonably deems appropriate in order to protect
the Company’s confidential or proprietary information; and 

  

	7.1.13	if the offering is underwritten and at the request of any seller of Registrable Securities, use all reasonable efforts to furnish on the date that Registrable
Securities are delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purpose of such registration, addressed to the underwriters to such effect as
reasonably may be requested by counsel for the underwriters, and executed counterparts of such opinion addressed to the sellers of Registrable Securities to the same effect as requested by counsel for the underwriters, and (ii) a letter dated
such date from the independent public accountants (as defined in Regulation S-X promulgated under the Exchange Act) retained by the Company, addressed to the underwriters stating that they are independent public accountants within the meaning of the
Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with
the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with
respect to such registration as such underwriters reasonably may request. 

 7.2 Notwithstanding any contrary provision of this
Section 7, the Company shall not be required to use its best efforts to maintain the effectiveness of any registration statement for a period in excess of one hundred and eighty (180) days or until all of the sellers have sold or otherwise
disposed of their Registrable Securities registered under such registration statement, whichever is earlier. This one hundred and eighty (180) day period shall be extended by any period of time in which the sellers are prohibited by law from
selling Registrable Securities pursuant to such registration statement. 
 7.3 It shall be a condition precedent to the inclusion of the
Registrable Securities of any seller in a registration effected pursuant to this Agreement that such seller shall (a) furnish to the Company such information regarding such seller, the Registrable Securities of such seller to be registered and
the intended method of disposition of such Registrable Securities, and (b) execute such indemnities, underwriting agreements and other documents, as the Company shall reasonably request in order to satisfy the requirements applicable to such
registration. 

  
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	8.	EXPENSES 

 8.1 The Company shall pay all
expenses incurred in effecting (a) the first two (2) registrations of Registrable Securities provided for in Section 3 of this Agreement, (b) all registrations of Registrable Securities provided for in Section 4, and
(c) all registrations of Registrable Securities provided for in Section 5 of this Agreement, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public
accountants for the Company, fees and expenses (including counsel fees) incurred in connection with complying with state securities or “blue sky” laws, fees of the National Association of Securities Dealers, Inc., transfer taxes, fees of
transfer agents and registrations, costs of any insurance which might be obtained by the Company with respect to the offering by the Company and reasonable fees and disbursements of a single counsel for the sellers selected by the Holders holding
more than 50% of the Registrable Securities being sold (collectively, the “Registration Expenses”), but excluding Selling Expenses. All underwriting discounts and selling commissions applicable to the sale of Registrable Securities
are called “Selling Expenses”. All Selling Expenses in connection with each registration statement under Sections 3, 4 and 5 shall be borne by the participating sellers in proportion to the number of Registrable Securities
registered by each, or by such participating sellers other than the Company (except to the extent the Company shall be a seller) as they may agree. 
  

	9.	INDEMNIFICATION 

 9.1 In the event of any
registration of any of its Registrable Securities under the Securities Act pursuant to this Agreement, the Company agrees, to the extent permitted by law, to indemnify and hold harmless each seller of Registrable Securities, and each Affiliate of
such seller, against any losses, claims, damages or liabilities, joint or several, arising out of or based upon: 
  

	9.1.1	any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the
Securities Act, any preliminary prospectus or final prospectus contained therein, or any summary prospectus contained therein or any amendment or supplement thereto; 


 

	9.1.2	any omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein not misleading;
or 

  

	9.1.3	any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the
Securities Act, the Exchange Act or any state securities laws, 

 except insofar as any such loss, claim, damage or
liability is: 
  

	 	(i)	caused by or contained in any information furnished in writing to the Company by such seller expressly for use in connection with such registration; or


  

	 	(ii)	caused by such seller’s failure to deliver a copy of the registration statement or prospectus or any amendment or supplement thereto as required by the Securities
Act; or 


  
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	 	(iii)	caused by the seller’s use of a prospectus or preliminary prospectus or any amendment or supplement thereto after receipt of notice from the Company that it should
no longer be used. 

 In connection with an underwritten offering, the Company will indemnify such underwriters,
their officers and directors and each person who controls (within the meaning of the Securities Act) such underwriters to the same extent as provided above with respect to the sellers of Registrable Securities. The Company shall reimburse each
person indemnified pursuant to this subsection 9.1 in connection with investigating or defending any loss, claim, damage, liability or action indemnified against. The reimbursements required by this subsection 9.1 shall be made by periodic payments
during the course of the investigation or defense, as and when bills are received or expenses incurred. The indemnities provided pursuant to this subsection 9.1 shall remain in force and effect regardless of any investigation made by or on behalf of
the indemnified party and shall survive transfer of Registrable Securities by a seller. 
 9.2 In the event of any registration of any
Registrable Securities under the Securities Act pursuant to this Agreement, each seller of Registrable Securities agrees to furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection
with any registration statement or prospectus in connection with the registration or any amendment or supplement thereto. 
 9.3 To the extent
permitted by law, and subject to the limitation set forth in the last sentence of this subsection 9.3, each Holder which is a seller of Registrable Securities in a registration pursuant to this Agreement agrees severally and not jointly to indemnify
and hold harmless the Company, its directors and officers, each Affiliate of the Company and each other seller of securities in such registration and each Affiliate of each such other seller against any losses, claims, damages or liabilities, joint
or several, arising out of or based upon: 
  

	9.3.1	any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities were registered
under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any summary prospectus contained therein, or any amendment or supplement thereto; or 


 

	9.3.2	any omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein not misleading,


 but only insofar as any such loss, claim, damage or liability (a) is caused by or contained in any
information furnished in writing to the Company by the indemnifying seller expressly for use in connection with such registration, and excluding any such loss, claim, damage or liability which is caused by or contained in such statements, or caused
by such omissions, based upon the authority of an expert as defined in the Securities Act (but only if the indemnifying seller had no ground to believe, and did not believe, that the statements made on the authority of an expert were untrue or that
there was an omission to state a material fact), (b) arises out of or is based upon any failure by such seller to deliver a copy of the registration statement or prospectus or any amendment or supplement thereto as required by the Securities
Act, or (c) is caused by the seller’s use of a prospectus or preliminary prospectus or any amendment or supplement thereto after receipt of notice from the Company that it should no longer use same. 

  
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 In connection with an underwritten offering, each seller will indemnify such underwriters,
their officers and directors and each person who controls (within the meaning of the Securities Act) such underwriters to the same extent as provided above with respect to the Company and other sellers. Each seller shall reimburse each person
indemnified pursuant to this subsection 9.3 in connection with investigating or defending any loss, claim, damage, liability or action indemnified against. The reimbursements required by this subsection 9.3 shall be made by periodic payments during
the course of the investigation or defense, as and when bills are received or expenses incurred. The indemnities provided pursuant to this subsection 9.3 shall remain in force and effect regardless of any investigation made by or on behalf of the
indemnified party and shall survive transfer of Registrable Securities by a seller. Notwithstanding any contrary provision of this Agreement, however, the liability under this Section 9 of each Holder which is a seller of Registrable Securities
shall be limited in the aggregate, with respect to the claims of all indemnified persons taken as a whole, to that portion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the
Registrable Securities sold by such indemnifying seller under such registration statement bears to the total public offering price of all securities sold thereunder, up to a maximum amount equal to the amount of the net proceeds received by such
indemnifying seller from the Registrable Securities sold by it thereunder. 
 9.4 Promptly after receipt by an indemnified party hereunder of
notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9 and shall only relieve it from any liability which it may have to such indemnified party under this
Section 9 if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to
such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9 for any legal expenses subsequently incurred by such indemnified
party in connection with the defense thereof, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be
reasonable defenses available to it which are different from or additional to those available to the indemnifying party or that the interest of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party,
the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to
such participation to be reimbursed by the indemnifying party as incurred. No indemnifying party, in the defense of any such claim or action, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into
any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or action. Each indemnified party shall furnish such
information regarding itself or the claim in question as an indemnifying party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim or litigation resulting therefrom. 

  
 - 11 -









 9.5 In order to provide for just and equitable contribution to joint liability under the Securities Act in
any case in which either (i) any Holder exercising rights under this Agreement, or any Affiliate of any such Holder, makes a claim for indemnification pursuant to this Section 9 but it is judicially determined (by the entry of a final
judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9
provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any such selling Holder or any Affiliate in circumstances for which indemnification is provided under this Section 9;
then, and in each such case, the Company and such Holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that such Holder is responsible for
the portion represented by the percentage that the public offering price of its Registrable Securities offered by the registration statement bears to the public offering price of all securities offered by such registration statement, and the Company
is responsible for the remaining portion, provided, however, that, in any such case, (A) no such Holder will be required to contribute any amount in excess of the net proceeds received from the sale of all such Registrable Securities offered by
it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was
not guilty of such fraudulent misrepresentation. 
  

	10.	MARKETING RESTRICTIONS 

 10.1 If:

  

	10.1.1	a registration is to be made pursuant to a registration notice under Section 3 or Section 4 of this Agreement; 


 

	10.1.2	the offering proposed to be made by the Holder or Holders for whom such registration is to be made is to be an underwritten public offering; and


  

	10.1.3	the managing underwriters of such public offering determine that the total amount of Common Stock to be included in such offering would exceed the maximum number of
shares of Common Stock (as specified in a written opinion to the Holders requesting registration) which can be marketed at a price reasonably related to the current market value of such Common Stock and without otherwise materially and adversely
affecting such offering, 

 then the number of shares of Registrable Securities shall be reduced first by excluding
the Series A Registrable Securities of the Holders requesting registration on a pro rata basis, second by excluding the Series B Registrable Securities and Series B-1 Registrable Securities of the Holders requesting registration on a pro
rata basis, and third by excluding the Series C Registrable Securities of the Holders requesting registration on a pro rata basis, provided, however, that such number of shares of Registrable Securities shall not be reduced if any shares
are to be included in such underwriting for the account of the Company or any person other than the Holders, 

  
 - 12 -









 and no Registrable Securities other than those registered and included in the underwritten
offering shall be offered for sale or other disposition in a transaction which would require registration under the Securities Act until the expiration of one hundred and eighty (180) days after the effective date of the registration statement
filed in connection with such registration or such earlier time consented to by the managing underwriters. 
  

	10.2	If: 

  

	10.2.1	any Holder requests registration of Registrable Securities under Section 5 of this Agreement; 


 

	10.2.2	the offering proposed to be made is to be an underwritten public offering; and 


 

	10.2.3	the managing underwriters of such public offering determine that the total amount of Common Stock to be included in such offering would exceed the maximum amount of
Common Stock (as specified in a written opinion to the Holders requesting registration) which can be marketed at a price reasonably related to the then current market value of such Common Stock and without materially and adversely affecting such
offering, 

 then the number of shares of Registrable Securities shall be reduced first by excluding the Series A
Registrable Securities of the Holders requesting registration on a pro rata basis, second by excluding the Series B Registrable Securities and Series B-1 Registrable Securities of the Holders requesting registration on a pro rata
basis, and third by excluding the Series C Registrable Securities of the Holders requesting registration on a pro rata basis, 
 provided, however, that such number of shares of Registrable Securities shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or
the Holders; 
 and no Registrable Securities other than those registered and included in the underwritten offering shall be
offered for sale or other disposition in a transaction which would require registration under the Securities Act until the expiration of one hundred and eighty (180) days after the effective date of the registration statement filed in
connection with such registration or such earlier time consented to by the managing underwriters. 
 10.3 In connection with any offering
involving an underwriting of Common Stock pursuant to Section 5 of this Agreement, the Company shall not be required to include any of the Registrable Securities of a Holder in such offering unless such Holder agrees to the terms of the
underwriting agreed to between the Company and the underwriter or underwriters selected by the Company, provided that all other persons who are holders of 5% or more of the outstanding shares of stock of the Company and that are selling shares in
such offering also agree to the terms of such underwriting. 

  
 - 13 -










	11.	SALE OF PREFERRED STOCK TO UNDERWRITER 


11.1 Notwithstanding anything in this Agreement to the contrary, in lieu of converting any Preferred Stock to Common Stock prior to or simultaneously with
the filing or the effectiveness of any registration statement filed pursuant to this Agreement, the Holder holding such Preferred Stock may sell such Preferred Stock to the underwriter of the offering being registered upon the undertaking of such
underwriter to convert such Preferred Stock into Common Stock before making any distribution pursuant to such registration statement and agreeing to include such Common Stock among the securities being offered pursuant to such registration
statement. The Company agrees to cause the Common Stock issuable on conversion of such Preferred Stock to be issued within such time as will permit the underwriter to make and complete the distribution contemplated by the underwriting and to
register the Preferred Stock in any registration statement so that the Holder may make the sale described in the first sentence of this Section 11. 
  

	12.	MARKET STAND-OFF 

 12.1 Each Holder agrees
in connection with the registration in a Qualified Public Offering that, upon the request of the Company or the underwriters managing such underwritten offering, he, she or it will not sell, make any short sale of, loan, grant any option for the
purchase of, or otherwise dispose of any securities (other than the Registrable Securities included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to
exceed one hundred and eighty (180) days) from the effective date of such registration as the Company or the underwriters may specify, provided that all executive officers and directors of the Company and all other persons who are holders of
1 % or more of the outstanding shares of stock of the Company are similarly restricted. 
  

	13.	COMPLIANCE WITH RULE 144 

 13.1 In the
event that the Company (a) registers a class of securities under Section 12 of the Exchange Act, (b) issues an offering circular meeting the requirements of Regulation A under the Securities Act or (c) commences to file reports
under Section 13 or 15(d) of the Exchange Act, then at the request of any Holder who proposes to sell Registrable Securities in compliance with Rule 144 of the Commission, the Company shall (i) forthwith furnish to such Holder a written
statement of compliance with the filing requirements of the Commission as set forth in Rule 144 and (ii) make available to the public and such Holders such information as will enable the Holders to make sales pursuant to Rule 144. 

 

	14.	DESIGNATION OF UNDERWRITER 

 14.1 In the
case of any registration effected pursuant to Section 3 or 4, the managing underwriters and any other investment banking advisers to the Company shall be selected by Holders holding not less than 50% of the Registrable Securities initiating the
registration request, and shall be reasonably acceptable to the Company. 
  

	15.	GRANT OF SUBSEQUENT REGISTRATION RIGHTS 


15.1 The Company shall not grant registration rights to any other person unless such rights are subordinate to the rights of the Holders pursuant to this
Agreement or the Holders’ consent to such subsequent registration rights pursuant to Section 16 of this Agreement. 

  
 - 14 -










	16.	MISCELLANEOUS 

 16.1 Amendment;
Waiver. This Agreement may be amended or modified and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of all of the
following: 
  

	16.1.1	the Company; and 

  

	16.1.2	Holders holding more than 50% of the Registrable Securities and Holders holding at least 60% of the Series C Registrable Securities, 


Any amendment, modification or waiver so effected shall be binding upon the Company, the Holders and all of their respective successors and permitted
assigns whether or not such party entered into or approved such amendment, modification or waiver; provided, however, that this Agreement may not be amended or modified and the observance of any term hereunder may not be waived with
respect to any Holder without the written consent of such Holder unless such amendment, modification or waiver applies to all Holders in the same manner. Notwithstanding the foregoing, this Agreement may be amended with only the written consent of
the Company to include additional purchasers pursuant to the Series C Purchase Agreement. 
 16.2 Severability. In the event that
any court or any governmental authority or agency declares all or any part of any Section of this Agreement to be unlawful or invalid, such unlawfulness or invalidity shall not serve to invalidate any other Section of this Agreement, and in the
event that only a portion of any Section is so declared to be unlawful or invalid, such unlawfulness or invalidity shall not serve to invalidate the balance of such Section. 
 16.3 Assignments; Transfers. No party hereto may transfer or assign his, her or its rights hereunder to any third party without the prior written consent of the Company and the Holders
holding more than 50% of the Registrable Securities excluding the Registrable Securities of a Holder proposing such a transfer of rights, except that (a) any Holder shall be permitted to transfer its rights hereunder without obtaining such
prior consent to (i) its Affiliate, (ii) another Holder, or (iii) any transferee of at least 173,000 shares (as adjusted for stock splits, consolidations and the like) of Series C Registrable Securities from such Holder; (b) each
of the Aurora Entities shall be permitted to transfer its rights hereunder to any of the other Aurora Entities; (c) each of the Intersouth Entities shall be permitted to transfer its rights hereunder to any of the other Intersouth Entities;
(d) each of the Lumira Entities shall be permitted to transfer its rights hereunder to any of the other Lumira Entities; (e) each of the TVM Entities shall be permitted to transfer its rights hereunder to any of the other TVM Entities; and
(f) each of the Forbion Entities shall be permitted to transfer its rights hereunder to any of the other Forbion Entities; provided in each case that the Company is notified in writing of any such transfer. This Agreement is binding upon and
inures to the benefit of the Company, its successors and assigns, and the Holders, their permitted successors and assigns, heirs, and legal representatives. 
 16.4 Notices. All notices, requests, consents and other communications hereunder (“Notices”) to any party shall be contained in a written instrument addressed to such party
at the address set forth below or such other address as may hereafter be designated in writing by the addressee to the addressor listing all parties and shall be deemed given (a) when delivered in person or duly sent by fax showing confirmation
of receipt, (b) three days after being duly sent by first class mail postage prepaid (other than in the case of Notices to or from any non-U.S. resident, which Notices must be sent in the manner specified in clause (a) or (c)), or
(c) two days after being duly sent by DHL, Federal Express or other recognized express international courier service: 

  
 - 15 -









 (a) if to the Company, to Argos Therapeutics, Inc., 4233 Technology Drive, Durham, North
Carolina 27704, Attn: Chief Executive Officer, with a copy to Hutchison Law Group PLLC, 5410 Trinity Road, Suite 400, Raleigh, NC 27607, Attn: William N. Wofford (Fax: 919-829-9696); or, 

(b) if to a Holder, at such Holder’s address as set forth in Exhibit A hereto or, if no such address appears, at such
Holder’s address as shown on the books of the Company or its transfer agent, with a copy to Foley Hoag LLP, World Trade Center West, 155 Seaport Boulevard, Boston, MA 02210, Attn: David R. Pierson (Fax: 617-832-7000). 

16.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. 

16.6 Counterparts. This Agreement may be executed in two (2) or more counterparts, each which shall be deemed an original but all of
which shall together constitute one and the same instrument. A written consent executed pursuant to subsection 16.1 of this Agreement shall be deemed to be part of, and constitute a counterpart of, this Agreement. 

16.7 Headings. The headings used herein are solely for the convenience of the parties and shall not serve to modify or interpret the text
of the Sections at the beginning of which they appear. 
 [SIGNATURE PAGES FOLLOW] 

  
 - 16 -









 IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated Registration Rights Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

			
	COMPANY:
	
	ARGOS THERAPEUTICS, INC.
		
	By:	 	 





		
	Name:	 	  

		
	Its:	 	  










 IN WITNESS WHEREOF, the parties have caused this Third Amended and Restated Stockholders Agreement to be
duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

			
	AURORA VENTURES II, LLC
		
	By:	 	 





		
	Name:	 	 B Jefferson Clark

		
	Its:	 	 President, Aurora Mgmt II, LLC










 IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated Registration Rights Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

			
	BRIGHT MINING AND LAND COMPANY
LIMITED PARTNERSHIP
		
	By:	 	 





		
	Name:	 	 William T. Bright

		
	Its:	 	 CEO of General Partner










 IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated Registration Rights Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

			
	 CAPITAL TECHNOLOGIES CDPQ INC.
 4258398 CANADA INC

		
	By:	 	 





		
	Name:	 	 LOUIS LACASSE

		
	Its:	 	 PRESIDENT










 IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated Registration Rights Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

			
	COMMUNITY INVESTMENT PARTNERS IV
L.P., LLLP
		
	By:	 	 





		
	Name:	 	 [Illegible]

		
	Its:	 	 [Illegible]










 IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated Registration Rights Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

			
	COÖPERATIEVE AAC LS U.A.
		
	By:	 	 





		
	Name:	 	 [Illegible]

		
	Its:	 	 [Illegible]










 IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated Registration Rights Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

			
	GENECHEM THERAPEUTICS VENTURE
FUND, L.P.
		
	By:	 	 





		
	Name:	 	 LOUIS LACASSE

		
	Its:	 	 PRESIDENT

GENECHEM MANAGEMENT INC.










 IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated Registration Rights Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

			
	H&M HOLDINGS, LLC
		
	By:	 	 





		
	Name:	 	 William Wofford

		
	Its:	 	 Manager










 IN WITNESS WHEREOF, the parties have caused this Third Amended and Restated Stockholders Agreement to be
duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

			
	HARBINGER/AURORA QP VENTURE FUND,
LLC
		
	By:	 	 





		
	Name:	 	 B. Jefferson Clark

		
	Its:	 	 President, Harbinger/Aurora Ventures, LLC










 IN WITNESS WHEREOF, the parties have caused this Third Amended and Restated Stockholders Agreement to be
duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

			
	HARBINGER/AURORA VENTURE FUND, LLC
		
	By:	 	 





		
	Name:	 	 B. Jefferson Clark

		
	Its:	 	 President, Harbinger/Aurora Ventures, LLC










 IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated Registration Rights Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

			
	INTERSOUTH AFFILIATES V, L.P.
	
	By: Intersouth Associates, V, LLC
	Its: General Partner
		
	By:	 	 





		
	Name:	 	 Philip R. Tracy

		
	Its:	 	 Member, acting pursuant to Power of Attorney

		
	Date :	 	  










 IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated Registration Rights Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

			
	INTERSOUTH PARTNERS IV, L.P.
		
	By:	 	Intersouth Associates, IV, LLC
	Its:	 	General Partner



			
		
	By:	 	 





		
	Name:	 	 Philip R. Tracy

		
	Its:	 	 Member, acting pursuant to
 Power to Attorney

		
	Date:	 	  










 IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated Registration Rights Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

			
	INTERSOUTH PARTNERS V, L.P.
		
	By:	 	Intersouth Associates, V, LLC
	Its:	 	General Partner



			
		
	 By:
	 	 





		
	Name:	 	 Philip R. Tracy

		
	Its:	 	 Member, acting pursuant to
 Power to Attorney

		
	Date:	 	  










 IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated Registration Rights Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

			
	KIRIN PHARMA COMPANY, LTD.
		
	By:	 	 





		
	Name:	 	 Katsuhiko Asano, Ph. D.

		
	Its:	 	 President, Chairman of the Board of Directors










 IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated Registration Rights Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

									
		 		 		 	LIFESCIENCES OPPORTUNITY FUND LP
					
		 		 		 	By:	 	 James C Gale

					
	Name:	 	 




	 		 		 	
					
		 		 		 	Its:	 	 Managing Director









 IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated Registration Rights Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

									
		 		 		 	 LIFESCENCES OPPORTUNITY FUND
 INSTITUTIONAL LP

					
		 		 		 	By:	 	 James C Gale

					
	Name:	 	 




	 		 		 	
					
		 		 		 	Its:	 	 Managing Director









 IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated Registration Rights Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

			
	LUMIRA CAPITAL I LIMITED PARTNERSHIP
	By: Lumira Capital I (GP) Inc., its General Partner
		
	By:	 	 





		
	Name:	 	 Graysanne Bedell Stephen Cummings

		
	Its:	 	 Vice-President Chief Financial Officer










 IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated Registration Rights Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

			
	LUMIRA CAPITAL I QUEBEC LIMITED PARTNERSHIP
	By: Lumira Capital I (QGP) Inc., its General Partner
		
	By:	 	 





		
	Name:	 	 Graysanne Bedell Stephen Cummings

		
	Its:	 	 Vice-President Vice-President, Finance










 IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated Registration Rights Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

			
	1761895 ONTARIO INC.
		
	By:	 	 





		
	Name:	 	 Graysanne Bedell Stephen Cummings

		
	Its:	 	 Vice-President, Chief Financial Officer










 IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated Registration Rights Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

			
	MEDINNOVA PARTNERS INC.
		
	By:	 	 





		
	Name:	 	 STEVE HAWKINS

		
	Its:	 	 CEO










 IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated Registration Rights Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

			
	MIZUHO CAPITAL NO. 3 LIMITED PARTNERSHIP
		
	By:	 	 





		
	Name:	 	 Akira Kiyohara

		 	President of Mizuho Capital Co., Ltd.
		
	Its:	 	 Acting as General Partner of

Mizuho Capital No.3 Limited Partnership










 IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated Registration Rights Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

			
	SC BIOTECHNOLOGY DEVELOPMENT FUND LP
	By: SC (GP) Inc., its General Partner
		
	By:	 	 





		
	Name:	 	
		
	Its:	 	













 IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated Registration Rights Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

			
	SMH ARGOS, LLC
		
	By:	 	 





		
	Name:	 	 J S Cobbs

		
	Its:	 	 Managing Director










 IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated Registration Rights Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

			
	TFG CAPITAL AG
		
	By:	 	 





		
	Name:	 	 [Illegible]

		
	Its:	 	 CEO Director










 IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated Registration Rights Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

			
	TVM V LIFE SCIENCE VENTURES GMBH & CO. KG
		
	By:	 	 





		
	Name:	 	 [Illegible]

		
	Its:	 	 Managing Limited Partner

		
	By:	 	 





		
	Name:	 	 [Illegible]

		
	Its:	 	 Managing Limited Partner










 IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated Registration Rights Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

	
	NANCY CHANG
	
	 














 IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated Registration Rights Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

	
	JOHN N. BONFIGLIO
	
	 














 IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated Registration Rights Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

	
	JEFFREY ABBEY
	
	 














 IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated Registration Rights Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

	
	TIMOTHY W. TROST
	
	 














 IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated Registration Rights Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

	
	CHARLES NICOLETTE
	
	 














 IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated Registration Rights Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

	
	FRED MIESOWICZ
	
	 














 IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated Registration Rights Agreement
to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. 
  

	
	LOTHAR FINKE
	
	 














 EXHIBIT A 
 HOLDERS 
  

			
	 NAME
	 	 ADDRESS

		
	AURORA VENTURES II, L.L.C	 	 2525 Meridian Parkway
 Suite
220
 Durham, NC 27713
  

Attention: B. Jefferson Clark

		
	BRIGHT MINING AND LAND COMPANY LIMITED PARTNERSHIP	 	 200 Greenbriar Road

Summersville, WV 26651
  
 Attention: James E. Davis

		
	CAPITAL TECHNOLOGIES CDPQ INC.	 	 1001 De Maisonneuve Blvd, West

Suite 920
 Montreal, Quebec

H3A 3C8
  
 Attention: Louis Lacasse

		
	COMMUNITY INVESTMENT PARTNERS IV L.P., LLLP	 	 c/o CIP Management L.P., LLLP

The Jones Financial Companies, L.L.L.P.
 12555
Manchester Road
 St. Louis, MO 63131
  

Attention: Daniel A. Burkhardt

		
	COÖPERATIEVE AAC LS U.A.	 	 c/o Forbion Capital Partners

(1411 DC) Naarden at Gooimeer 2-35
 P.O. Box
5187, 1410 AD Naarden
 The Netherlands
  

Attention: Sander van Deventer

		
	GENECHEM THERAPEUTICS VENTURE FUND L.P.	 	 1001 De Maisonneuve Blvd, West

Suite 920
 Montreal, Quebec

H3A 3C8
  
 Attention: Louis Lacasse

		
	H&M HOLDINGS, LLC	 	 5410 Trinity Road, Suite 400

Raleigh, NC 27607
  
 Attention: William N. Wofford










			
	 NAME
	  	 ADDRESS

		
	HARBINGER/AURORA QP VENTURE FUND, LLC	  	 2525 Meridian Parkway
 Suite
220
 Durham, NC 27713
  

Attention: B. Jefferson Clark

		
	HARBINGER/AURORA VENTURE FUND, LLC	  	 2525 Meridian Parkway
 Suite
220
 Durham, NC 27713
  

Attention: B. Jefferson Clark

		
	INTERSOUTH AFFILIATES V, L.P.	  	 406 Blackwell Street
 Suite
200
 Durham, NC 27701
  

Attention: Dennis Dougherty

		
	INTERSOUTH PARTNERS IV, L.P.	  	 406 Blackwell Street
 Suite
200
 Durham, NC 27701
  

Attention: Dennis Dougherty

		
	INTERSOUTH PARTNERS V, L.P.	  	 406 Blackwell Street
 Suite
200
 Durham, NC 27701
  

Attention: Dennis Dougherty

		
	KIRIN PHARMA COMPANY, LTD.	  	 10-1, Shinkawa 2-chome

Chuo-ku, Tokyo 104-8288

Japan

		
	LIFESCIENCES OPPORTUNITY FUND LP	  	 c/o Signet Healthcare Partners

152 West 57th St., 19th
Floor
 New York, NY 10019
  

Attention: James Gale
  
 COPY TO:
  
 JP Morgan Chase
Tower
 600 Travis, Suite 5800
 Houston,
TX 77002
  
 Attention: Jerald Cobbs










			
	 NAME
	  	 ADDRESS

		
	LIFESCIENCES OPPORTUNITY FUND INSTITUTIONAL LP	  	 c/o Signet Healthcare Partners

152 West 57th St., 19th
Floor
 New York, NY 10019
  

Attention: James Gale
  
 COPY TO:
  
 JP Morgan Chase
Tower
 600 Travis, Suite 5800
 Houston,
TX 77002
  
 Attention: Jerald Cobbs

		
	LUMIRA CAPITAL I LIMITED PARTNERSHIP	  	 20 Bay Street, 11th Floor
 Suite
303
 Toronto, Ontario
 M5J
2N8

		
	LUMIRA CAPITAL I QUEBEC LIMITED PARTNERSHIP	  	 1550 Metcalfe Street
 Suite
502
 Montreal, Quebec
 H3A
1X6
  
 COPY TO:

 
 Legal Dept.
 MDS Capital Corp.
 20 Bay Street, 11th Floor

Toronto, Ontario
 M5J 2N8

		
	1761895 ONTARIO INC.	  	 20 Bay Street, 11th Floor

Toronto, Ontario
 M5J 2N8










			
	 NAME
	  	 ADDRESS

		
	SC BIOTECHNOLOGY DEVELOPMENT FUND LP	  	 One Capital Place
 P.O. Box
897, GT
 Grand Cayman
 Cayman
Islands
  
 COPY TO:

 
 Legal Dept.
 MDS Capital Corp.
 20 Bay Street, 11th Floor

Toronto, Ontario
 M5J 2N8

		
	SMH ARGOS, LLC	  	 c/o Signet Healthcare Partners

152 West 57th St., 19th
Floor
 New York, NY 10019
  

Attention: James Gale
  
 COPY TO:
  
 JP Morgan Chase
Tower
 600 Travis, Suite 5800
 Houston,
TX 77002
  
 Attention: Jerald Cobbs

		
	TFG CAPITAL AG	  	 Mainstrasse 16
 45768
Marl
 Germany
  
 Attention: Vorstand/lnvestment Manager

		
	TVM V LIFE SCIENCE VENTURES GMBH & CO. KG	  	 c/o TVM Capital Corporation

101 Arch Street, Suite 1950
 Boston, MA
02110
  
 Attention: David Poltack

		
	MEDINNOVA PARTNERS INC.	  	 c/o JovInvestment Management Inc.
 26 Wellington St. East, Suite 608
 Toronto, Ontario

M5E 1S2

		
	MIZUHO CAPITAL NO. 3 LIMITED PARTNERSHIP	  	









			
	 NAME
	  	 ADDRESS

		
	NANCY CHANG	  	 c/o CAZ Investments, LP
 One
Riverway, Suite 2000
 Houston, TX 77056
  

Attention: Christopher Alan Zook

		
	JOHN N. BONFIGLIO	  	 c/o Argos Therapeutics, Inc.

4233 Technology Drive,
 Durham, NC
27704

		
	JEFFREY ABBEY	  	 c/o Argos Therapeutics, Inc.

4233 Technology Drive,
 Durham, NC
27704

		
	TIMOTHY W. TROST	  	 c/o Argos Therapeutics, Inc.

4233 Technology Drive,
 Durham, NC
27704

		
	CHARLES NICOLETTE	  	 c/o Argos Therapeutics, Inc.

4233 Technology Drive,
 Durham, NC
27704

		
	FRED MIESOWICZ	  	 c/o Argos Therapeutics, Inc.

4233 Technology Drive,
 Durham, NC
27704

		
	LOTHAR FINKE	  	 c/o Argos Therapeutics, Inc.

4233 Technology Drive,
 Durham, NC
27704









 EXHIBIT B 
 ADDITIONAL HOLDER SIGNATURE PAGE 
 By executing this signature page in the
space provided, the undersigned hereby agrees (i) that it is a “Holder” as defined in the Second Amended and Restated Registration Rights Agreement dated as of March 31, 2008, among Argos Therapeutics, Inc. and certain Holders
named on Exhibit A thereto (the “Registration Rights Agreement”), (ii) that it is a party to the Registration Rights Agreement for all purposes, and (iii) that it is bound by all terms and conditions of the Registration Rights
Agreement. 
 EXECUTED this      day of         ,
20    . 
  

			
	Holder:	 	  

		
	By:	 	  

		
	Name:	 	  

		
	Its: