Elevation Oncology, Inc. Sample Contracts

Elevation Oncology, Inc. (a Delaware corporation) 17,810,000 Shares of Common Stock Pre-funded Warrants to Purchase 4,440,000 Shares of Common Stock and Common Warrants to Purchase 22,250,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • June 9th, 2023 • Elevation Oncology, Inc. • Biological products, (no disgnostic substances) • New York
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PRE-FUNDED COMMON STOCK PURCHASE WARRANT ELEVATION ONCOLOGY, INC.
Elevation Oncology, Inc. • June 9th, 2023 • Biological products, (no disgnostic substances) • New York

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until 5:00 p.m. (New York City time) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Elevation Oncology, Inc., a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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COMMON STOCK PURCHASE WARRANT ELEVATION ONCOLOGY, INC.
Common Stock Purchase Warrant • June 9th, 2023 • Elevation Oncology, Inc. • Biological products, (no disgnostic substances) • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until 5:00 p.m. (New York City time) on June [13], 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Elevation Oncology, Inc., a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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UNDERWRITING AGREEMENT ELEVATION ONCOLOGY, INC. [l] Shares of Common Stock, par value $0.0001 per share Underwriting Agreement
Underwriting Agreement • June 21st, 2021 • Elevation Oncology, Inc. • Biological products, (no disgnostic substances) • New York

Elevation Oncology, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [l] shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [l] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

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ELEVATION ONCOLOGY, INC. COMMON STOCK SALES AGREEMENT
Sales Agreement • July 1st, 2022 • Elevation Oncology, Inc. • Biological products, (no disgnostic substances) • New York

Elevation Oncology, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:

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INDEMNITY AGREEMENT
Indemnity Agreement • June 21st, 2021 • Elevation Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware

This Indemnity Agreement, dated as of [____________________ ____], 2021 is made by and between Elevation Oncology, Inc., a Delaware corporation (the “Company”), and [_______________________________________], a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 3rd, 2022 • Elevation Oncology, Inc. • Biological products, (no disgnostic substances) • New York

This LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of July 27, 2022 (the “Closing Date”) is entered into among Elevation Oncology, Inc., a Delaware corporation (“Borrower Representative”), and each other Person party hereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), and each other Person party hereto or any other Loan Documents as a guarantor from time to time (collectively, “Guarantors” and each, a “Guarantor”, and together with Borrowers, collectively, “Loan Parties”, and each, a “Loan Party”), the lenders from time to time party hereto (collectively, “Lenders”, and each, a “Lender”), K2 HEALTHVENTURES LLC, as administrative agent for Lenders (in such capacity, together with its successors, “Administrative Agent”), and ANKURA TRUST COMPANY, LLC, as collateral agent for Lenders (in such capacity, together with its successors, “Collateral Trustee”).

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AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • June 4th, 2021 • Elevation Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 10ths day of November 2020, by and among Elevation Oncology, Inc, a Delaware corporation formerly known as 14ner Oncology, Inc. (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and any subsequent investor that becomes a party to this Agreement in accordance with Section 6.9 hereof.

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO ELEVATION ONCOLOGY, INC. IF PUBLICLY DISCLOSED. COMMERCIAL LICENSE AGREEMENT ENTERED...
Commercial License Agreement • May 14th, 2021 • Elevation Oncology, Inc. • Biological products, (no disgnostic substances)

Whereas, Merrimack is a biopharmaceutical company engaged in the research, development, manufacturing and sale of biopharmaceutical products; and

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COLLABORATION AGREEMENT
Collaboration Agreement • June 23rd, 2021 • Elevation Oncology, Inc. • Biological products, (no disgnostic substances) • New York

This Collaboration Agreement (“Agreement”) is effective as of the date of the last execution below (the “Effective Date”) by and between Caris MPI, Inc., a Texas corporation having its principal business address at 750 West John Carpenter Freeway, Suite 800, Irving, Texas 75039, and its Affiliates (collectively, “Caris”), and Elevation Oncology, Inc., a Delaware corporation having its principal business address at 888 7th Ave., 12th Floor, New York NY 10106 (“Elevation”). Caris and Elevation may each be referred to herein individually as a “Party,” or collectively as the “Parties.”

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ASSET PURCHASE AGREEMENT by and between 14NER ONCOLOGY, INC. and MERRIMACK PHARMACEUTICALS, INC. Dated as of May 28, 2019
Asset Purchase Agreement • May 14th, 2021 • Elevation Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of May 28, 2019, by and between 14ner Oncology, Inc., a Delaware corporation (the “Buyer”), and Merrimack Pharmaceuticals, Inc., a Delaware corporation (the “Seller”).

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VIA E-MAIL Joseph Ferra jferra@elevationoncology.com Re: Executive Employment Agreement Dear Joe:
Elevation Oncology, Inc. • November 2nd, 2023 • Biological products, (no disgnostic substances)

On behalf of Elevation Oncology, Inc. (the “Company”), I am delighted to offer you the position of Chief Executive Officer of the Company. The purpose of this letter agreement (the “Agreement”) is to set forth the terms of your employment with the Company in your new role.

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February 2, 2021
Elevation Oncology, Inc. • March 3rd, 2022 • Biological products, (no disgnostic substances)

On behalf of Elevation Oncology, Inc. (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter agreement (the “Agreement”) is to set forth the terms of your employment with the Company, should you accept our offer.

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO ELEVATION ONCOLOGY, INC. IF PUBLICLY DISCLOSED. AMENDED AND RESTATED COLLABORATION AGREEMENT
Collaboration Agreement • May 14th, 2021 • Elevation Oncology, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This AMENDED AND RESTATED COLLABORATION AGREEMENT (“Agreement”), effective as of January 24, 2007 (the “Effective Date”), is between DYAX CORP., a Delaware corporation, with offices at 300 Technology Square, Cambridge, Massachusetts 02139, U.S.A. (“Dyax”), and MERRIMACK PHARMACEUTICALS, INC., a Massachusetts corporation with its principal place of business located at One Kendall Square, Building 700, 2nd Floor, Cambridge, MA 02139, U.S.A. (“Merrimack”).

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March 15, 2022
Elevation Oncology, Inc. • March 9th, 2023 • Biological products, (no disgnostic substances)

On behalf of Elevation Oncology, Inc. (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter agreement (the “Agreement”) is to set forth the terms of your employment with the Company, should you accept our offer.

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ELEVATION ONCOLOGY, INC.
Elevation Oncology, Inc. • April 9th, 2021 • Biological products, (no disgnostic substances)

This letter agreement (this “Letter”) will confirm our agreement that that, subject to and in consideration of the purchase of shares of Series B Preferred Stock of Elevation Oncology, Inc., a Delaware corporation (the “Company”), [•] (the “Investor”) shall be entitled to the following rights in connection with an IPO (as defined below) of the Company:

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July 12, 2019
Competition and Non-Solicitation Agreement • June 21st, 2021 • Elevation Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware

On behalf of 14ner Oncology, Inc. (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter agreement (the “Agreement”) is to set forth the terms of your employment with the Company, should you accept our offer.

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ELEVATION ONCOLOGY, INC. $75,000,000 COMMON STOCK SALES AGREEMENT
Common Stock Sales Agreement • May 2nd, 2024 • Elevation Oncology, Inc. • Biological products, (no disgnostic substances) • New York
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Change in Control and Severance Agreement
Control and Severance Agreement • August 6th, 2021 • Elevation Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware

This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between [Name] (the “Executive”) and Elevation Oncology, Inc., a Delaware corporation (the “Company”), effective as of (the “Effective Date”).

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VIA E-MAIL Tammy Furlong tfurlong@elevationoncology.com Re: Executive Employment Agreement Dear Tammy:
Elevation Oncology, Inc. • November 2nd, 2023 • Biological products, (no disgnostic substances)

On behalf of Elevation Oncology, Inc. (the “Company”), I am delighted to offer you the position of Chief Financial Officer of the Company. The purpose of this letter agreement (the “Agreement”) is to set forth the terms of your employment with the Company in your new role.

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FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 2nd, 2024 • Elevation Oncology, Inc. • Biological products, (no disgnostic substances) • New York

This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of March 1, 2024, by and among Elevation Oncology, Inc., a Delaware corporation (“Borrower Representative”, and together with each other Person party to the Agreement as a borrower from time to time, collectively, “Borrowers”, and each, a “Borrower”), the lenders party hereto (together with each lender from time to time party to the Agreement, collectively, “Lenders”, and each, a “Lender”), and K2 HEALTHVENTURES LLC, as administrative agent for Lenders (in such capacity, together with its successors, “Administrative Agent”)

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Certain identified information has been excluded from this exhibit because such information both (i) is not material and (ii) would likely cause competitive harm if publicly disclosed.
Elevation Oncology, Inc. • May 15th, 2023 • Biological products, (no disgnostic substances) • Delaware

This letter confirms the agreement (“Agreement”) between you and Elevation Oncology, Inc. (the “Company”) concerning the terms of your separation and offers you the separation compensation we discussed in exchange for a general release of claims and covenant not to sue.

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June 5, 2021
Solicitation Agreement • June 21st, 2021 • Elevation Oncology, Inc. • Biological products, (no disgnostic substances)

On behalf of Elevation Oncology, Inc. (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter agreement (the “Agreement”) is to set forth the terms of your employment with the Company, should you accept our offer.

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LICENSE AGREEMENT
License Agreement • November 3rd, 2022 • Elevation Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS LICENSE AGREEMENT (this “Agreement”), dated as of July 27, 2022 (the “Effective Date”), is entered into by and between CSPC Megalith Biopharmaceutical Co., Ltd., having a place of business at 519, Cangsheng Road, High-Tech Development Zone, Shijiazhuang, Hebei, China (“CSPC”), and Elevation Oncology, Inc., a Delaware corporation, having a place of business at 888 7th Avenue, 12th Floor, New York, NY 10106 (“Elevation”). CSPC and Elevation each shall be referred to individually as a “Party” and collectively as the “Parties.”

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