Common use of Starting Date, Position, and Duties Clause in Contracts

Starting Date, Position, and Duties. a. As of the Effective Date and pursuant to the terms hereof, you shall continue in the position of Chief Executive Officer (“CEO”), reporting to the Board of Directors of Valo Health, LLC (“Parent”), the parent company of the Company. Pursuant to that certain Agreement and Plan of Merger by and among Xxxxxx Ventures Acquisition Co. (“Acquiror”), Killington Merger Sub Inc. (“Merger Sub”), Valo Health, LLC (“Company Holdco”), and the Company (the “Merger Agreement”), dated as of June 9, 2021, the Company shall become the wholly owned subsidiary of Acquiror (the “Transaction”). Following the consummation of the Transaction, you will become the CEO of the Acquiror. You will continue to serve as a member of the Board of Directors of Parent during your employment as CEO. Following the Transaction, you shall be nominated for election to the Board of Directors of Acquiror (the “Board”) in accordance with the requirements established by the Nominating and Corporate Governance Committee of the Board for as long as you remain the CEO, provided that you shall be deemed to have resigned from the Board and from the boards of directors of any subsidiaries or affiliates, except for Omega Therapeutics, Inc., and any related positions upon ceasing to serve as CEO for any reason. It is understood that you will continue to be employed by the Company in such capacity or such other capacity as may be mutually agreed upon by the Company and you from time to time. This is a salaried, exempt position. This is Intelligent Health 000 Xxxxxxxx Xx Xxxxx 000 Xxxxxx, XX 00000 xxxxxxxxxx.xxx Page 1 b. As a member of our team, we expect you to continue to devote substantially all of your professional and working time and energies to the business and affairs of the Company. Notwithstanding the foregoing, nothing contained herein shall prevent you from managing your personal investment s on your own personal time, including the right to make passive investments in the securities of: (i) any entity which you do not control, directly, or indirectly, and which does not compete with Company, or (ii) any publicly held entity so long as your aggregate direct and indirect interest does not exceed five percent (5%) of the issued and outstanding securities of any class of securities of such publicly held entity. Subject to the foregoing, you will be permitted to serve on the boards of charitable organizations, to provide consulting, advisory and other services to Flagship Pioneering, Inc. and its affiliates, and to continue serving on the boards of those entities identified on Exhibit A, attached hereto, in each case, so long as such services (i) do not materially interfere with your performance of your duties, (ii) cause you to breach any of your obligations to the Company, (iii) are not otherwise provided on behalf of a “Business” (as defined in the Employee Confidentiality, Assignment, Nonsolicitation and Noncompetition Agreement, in the form attached hereto as Exhibit B (the “Restrictive Covenants Agreement)), and (iv) do not cause you to be considered “overboarded” by leading institutional shareholder advisory groups as determined by the Chairman of the Board or a committee of the Board. Subject to the foregoing, the Company acknowledges and agrees that you shall continue to engage in the outside roles and activities listed on Exhibit A, attached hereto, and that you may, without further permission from the Company, provide consulting, advisory, or other services to Flagship Pioneering, Inc. and/or any of its affiliates, provided that such services do not materially interfere with the performance of your duties for the Company and do not pose a conflict of interest. You shall not engage in other non-Company related business activities (including board memberships) without the prior written consent of the chairman of the Board. c. As is generally true for Company employees, you shall continue to be employed on an at-will basis, which means that neither you nor the Company are guaranteeing this employment for any specific period of time, and nothing herein should be construed to the contrary. Either you or the Company may choose to end the employment relationship at any time, for any reason. Termination of your employment pursuant to this Employment Letter shall be effective thirty (30) days after the Company gives notice to you of your termination, unless provided otherwise by this Employment Letter. The Company reserves the right to alter, supplement, or rescind its employment procedures, benefits or policies (other than the employment at-will policy) at any time in its sole and absolute discretion and without notice.

Starting Date, Position, and Duties. a. As of the Effective Date and pursuant Your initial position shall be Chief Financial Officer reporting to the terms hereofCompany’s CEO, you Xxxxxxx Xxxxxxx. We anticipate that your employment shall continue in start effective June 3, 2019 (the “Start Date”). The position of Chief Executive Financial Officer (“CEO”)is based in Cambridge, reporting to the Board of Directors of Valo Health, LLC (“Parent”), the parent company of the Company. Pursuant to that certain Agreement and Plan of Merger by and among Xxxxxx Ventures Acquisition Co. (“Acquiror”), Killington Merger Sub Inc. (“Merger Sub”), Valo Health, LLC (“Company Holdco”)Massachusetts, and the Company (the “Merger Agreement”), dated as of June 9, 2021, the Company shall become the wholly owned subsidiary of Acquiror (the “Transaction”). Following the consummation of the Transaction, you will become the CEO of the Acquiror. You will continue to serve as a member of the Board of Directors of Parent during your employment as CEO. Following the Transaction, you shall be nominated for election to the Board of Directors of Acquiror (the “Board”) in accordance with the requirements established by the Nominating and Corporate Governance Committee of the Board for as long as you remain the CEO, provided that you shall be deemed to have resigned from the Board and from the boards of directors of any subsidiaries or affiliates, except for Omega Therapeutics, Inc., and any related positions upon ceasing to serve as CEO for any reason. It it is understood expected that you will continue to be employed by primarily work from the Company Company’s offices in such capacity or such other capacity as may be mutually agreed upon by the Company and you from time to time. This is a salaried, exempt position. This is Intelligent Health 000 Xxxxxxxx Xx Xxxxx 000 Xxxxxx, XX 00000 xxxxxxxxxx.xxx Page 1Cambridge. b. As a member of our team, we expect you to continue to devote substantially all of your professional and working time and energies to the business and affairs of the Company. Notwithstanding the foregoingforgoing, nothing contained herein shall prevent you from managing your personal investment s investments on your own personal time, including the right to make passive investments in the securities of: (i) any entity which you do not control, directly, directly or indirectly, and which does not compete with Company, or (ii) any publicly held entity so long as your aggregate direct and indirect interest does not exceed five percent (5%) of the issued and outstanding securities of any class of securities of such publicly held entity. Subject to the foregoing, you will be permitted to serve on the boards of charitable organizations, to provide consulting, advisory and other services to Flagship Pioneering, Inc. and its affiliates, and to continue serving on the boards of those entities identified on Exhibit A, attached hereto, in each case, so long as such services (i) do not materially interfere with your performance of your duties, (ii) cause you to breach any of your obligations to the Company, (iii) are not otherwise provided on behalf of a “Business” (as defined in the Employee Confidentiality, Assignment, Nonsolicitation and Noncompetition Agreement, in the form attached hereto as Exhibit B (the “Restrictive Covenants Agreement)), and (iv) do not cause you to be considered “overboarded” by leading institutional shareholder advisory groups as determined by the Chairman of the Board or a committee of the Board. Subject to the foregoing, the Company acknowledges and agrees that you shall continue to engage in the outside roles and activities listed on Exhibit A, attached hereto, and that you may, without further permission from the Company, provide consulting, advisory, or other services to Flagship Pioneering, Inc. and/or any of its affiliates, provided that such services do not materially interfere with the performance of your duties for the Company and do not pose a conflict of interest. You shall not engage in other non-Company related business activities (including board memberships) without the Company’s prior written consent consent. The Company hereby consents to your continued engagement as Member of Nostalgic Partners and as Member of the chairman Board of Directors of EpicentRx, and consents to your participation on the Boardboards of community and religious organizations, provided that such engagements do not interfere with the performance of your duties as Chief Financial Officer or constitute a conflict of interest with respect to the Company. c. As is generally true for Company employees, you shall continue to be employed on an at-will basis, which means that neither you nor the Company are guaranteeing this employment relationship for any specific period of time, and nothing herein should be construed to the contrary. Either of you or the Company may choose to end the employment relationship at any time, for any reason. Termination of your employment pursuant to this Employment Letter shall be effective thirty (30) days after the Company gives notice to you of your termination, unless provided otherwise by this Employment Letterwith or without notice. The descriptions of benefits and other compensation arrangements set forth herein are meant to be summary in form and may be subject to change. Other than the terms of this Offer Letter, the Company reserves the right to alter, supplement, supplement or rescind its employment procedures, benefits or policies (other than the employment at-will policy) at any time in its sole and absolute discretion and without notice.

Starting Date, Position, and Duties. a. As of the Effective Date and pursuant Your initial position shall be Chief Executive Officer reporting to the terms hereofCompany’s Board of Directors (the “Board”). We anticipate that your employment shall start effective on or before June 1, 2018 (the “Start Date”). In your key position, you shall continue in have responsibility for driving the position strategic direction of Chief Executive Officer (“CEO”)the Company, reporting to the Board as well as oversight of Directors of Valo Health, LLC (“Parent”), the parent company all operational activities of the Company. Pursuant In your role you are expected to build and lead a team to execute against objectives that certain Agreement you have set in conjunction with the Board. You shall also be expected to perform such other services for the Company, as may be assigned to you from time to time by the Board or its designee. If you are agreeable then, subject to applicable corporate and Plan of Merger by and among Xxxxxx Ventures Acquisition Co. (“Acquiror”), Killington Merger Sub Inc. (“Merger Sub”), Valo Health, LLC (“Company Holdco”), and the Company (the “Merger Agreement”), dated as of June 9, 2021, the Company shall become the wholly owned subsidiary of Acquiror (the “Transaction”). Following the consummation of the Transactionprocedural requirements, you will become the CEO of the Acquiror. You will continue shall be elected to serve as a member of the Board of Directors of Parent during your employment Board, effective as CEO. Following the Transaction, you shall be nominated for election to the Board of Directors of Acquiror (the “Board”) in accordance with the requirements established by the Nominating and Corporate Governance Committee of the Board for as long as you remain the CEOStart Date, provided that you and shall be deemed to have resigned resign from the Board and from upon the boards ending of directors of any subsidiaries or affiliates, except for Omega Therapeutics, Inc., and any related positions upon ceasing to serve as CEO for any reason. It is understood that you will continue to be employed by the Company in such capacity or such other capacity as may be mutually agreed upon by the Company and you from time to time. This is a salaried, exempt position. This is Intelligent Health 000 Xxxxxxxx Xx Xxxxx 000 Xxxxxx, XX 00000 xxxxxxxxxx.xxx Page 1your employment. b. As a member of our team, we expect you to continue to devote substantially all of your professional and working time and energies to the business and affairs of the Company. Notwithstanding the foregoingforgoing, nothing contained herein shall prevent you from managing your personal investment s investments on your own personal time, including the right to make passive investments in the securities of: (i) any entity which you do not control, directly, directly or indirectly, and which does not compete with Company, or (ii) any publicly held entity so long as your aggregate direct and indirect interest does not exceed five percent (5%) of the issued and outstanding securities of any class of securities of such publicly held entity. Subject to the foregoing, you will be permitted to serve on the boards of charitable organizations, to provide consulting, advisory and other services to Flagship Pioneering, Inc. and its affiliates, and to continue serving on the boards of those entities identified on Exhibit A, attached hereto, in each case, so long as such services (i) do not materially interfere with your performance of your duties, (ii) cause you to breach any of your obligations to the Company, (iii) are not otherwise provided on behalf of a “Business” (as defined in the Employee Confidentiality, Assignment, Nonsolicitation and Noncompetition Agreement, in the form attached hereto as Exhibit B (the “Restrictive Covenants Agreement)), and (iv) do not cause you to be considered “overboarded” by leading institutional shareholder advisory groups as determined by the Chairman of the Board or a committee of the Board. Subject to the foregoing, the Company acknowledges and agrees that you shall continue to engage in the outside roles and activities listed on Exhibit A, attached hereto, and that you may, without further permission from the Company, provide consulting, advisory, or other services to Flagship Pioneering, Inc. and/or any of its affiliates, provided that such services do not materially interfere with the performance of your duties for the Company and do not pose a conflict of interest. You shall not engage in other non-Company related business activities (including board memberships) without the Company’s prior written consent of the chairman of the Boardconsent, provided that you may be involved in civic and charitable activities so long as such activities do not interfere with your duties for Company. c. As is generally true for Company employees, you shall continue to be employed on an at-will basis, which means that neither you nor the Company are guaranteeing this employment relationship for any specific period of time, and nothing herein should be construed to the contrary. Either of you or the Company may choose to end the employment relationship at any time, for any reason. Termination of your employment pursuant to this Employment Letter shall be effective thirty (30) days after the Company gives notice to you of your termination, unless provided otherwise by this Employment Letterwith or without notice. The descriptions of benefits and other compensation arrangements set forth herein are meant to be summary in form and may be subject to change. Other than the terms of this Offer Letter, the Company reserves the right to alter, supplement, supplement or rescind its employment procedures, benefits or policies (other than the employment at-will policy) at any time in its sole and absolute discretion and without notice.