Common use of Stock Grant Clause in Contracts

Stock Grant. (a) Subject to the terms and conditions of this Agreement, within [***] ([***]) days of the execution of this Agreement, Licensee will issue to COH and/or such reasonable number of designees as COH may specify (provided that each such designee has: (i) demonstrated to the reasonable satisfaction of Licensee that it is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act of 1933 (the “Act”), (ii) represented to Licensee that it is acquiring the shares for investment purposes only, and (iii) acknowledged that the shares to be received are restricted securities under the Act (each such designee, an “Accredited Designee,” and together with COH, the “COH Stockholders”)), 814,905 validly issued, fully-paid, non-assessable shares of Common Stock and shall deliver to the applicable COH Stockholders stock certificates evidencing such shares. At the closing of each Qualified Financing that occurs prior to, or that causes, the achievement of the Qualified Financing Protection Ceiling, Licensee will issue to COH and/or such reasonable number of Accredited Designees as COH may specify, a number of shares of validly issued, fully-paid, non-assessable shares of Common Stock that is determined such that upon the completion of such issuance, COH and its designees will hold [***] of the total number of shares of Qualifying Stock, calculated as of immediately after the closing of such Qualified Financing (the “Measurement Date”); provided, that, if a financing causes the achievement of the Qualified Financing Protection Ceiling, only the portion of such financing as would cause the achievement of the Qualified Financing Protection Ceiling shall be deemed a “Qualified Financing” for EXECUTION COPY Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. purposes of calculating the number of additional shares of Common Stock issuable to COH pursuant to this sentence, and COH shall not be entitled to any additional shares of Common Stock as a result of any proceeds to the Company in a Qualified Financing exceeding the Qualified Financing Protection Ceiling. Promptly after the applicable Measurement Date, Licensee will deliver to the applicable COH Stockholders (i) certificates representing the shares of Common Stock to be issued in accordance with the foregoing, and (ii) a certificate, executed on behalf of Licensee by an executive officer of Licensee, showing Licensee’s calculation of the number of shares of Qualifying Stock as of the Measurement Date, the sales price of each share of capital stock issued in the Qualified Financings, and the gross proceeds of the Qualified Financings and Licensee’s calculation of the shares of Common Stock to be issued to the COH Stockholders. Such shares of Common Stock will be issued in consideration for the benefits provided to Licensee under the Agreement and no additional consideration shall be payable for such shares of Common Stock.

Stock Grant. Common Shares issued in connection with the Stock Grant shall be fully tradable six (a6) Subject to the terms and conditions of this Agreement, within [***] ([***]) days of the execution of this Agreement, Licensee will issue to COH and/or such reasonable number of designees as COH may specify (months after issuance; provided that each the Person selling such designee has: (i) demonstrated to the reasonable satisfaction of Licensee that it Common Shares is not an “accredited investoraffiliate” (as such term is defined in Regulation D promulgated Rule 144 (“Rule 144”) under the Securities Act of 1933 1933, as amended) of Borrower at the time of sale and has not been an “affiliate” (as so defined) of Borrower during the three months preceding such sale. For the purpose of satisfying the foregoing representation and warranty, within thirty (30) days after the Effective Date, Borrower shall take all steps necessary to satisfy the “Act”)current public information” conditions applicable to reporting issuers set forth in Section (c) of Rule 144, including submitting to the SEC and posting on Borrower’s website every required interactive data file. In addition to the foregoing, (iii) represented Borrower shall cause counsel for the Borrower to Licensee prepare and deliver an opinion letter in form and substance satisfactory to the Agent, addressed to Lenders, dated and delivered as of the Effective Date, opining that it is acquiring the shares for investment purposes onlyissued on the Effective Date are duly and validly authorized and fully paid and non-assessable, and (iii) acknowledged that the shares to be received issued thereafter are restricted securities under duly and validly authorized and will, upon issuance pursuant to the Act (each such designeeterms of the Agreement, an “Accredited Designee,” be fully paid and together with COH, the “COH Stockholders”)), 814,905 validly issued, fully-paid, non-assessable shares of Common Stock and shall deliver to the applicable COH Stockholders stock certificates evidencing such shares. At the closing of each Qualified Financing that occurs prior to, or that causes, the achievement of the Qualified Financing Protection Ceiling, Licensee will issue to COH and/or such reasonable number of Accredited Designees as COH may specify, a number of shares of validly issued, fully-paid, non-assessable shares of Common Stock that is determined such that upon the completion of such issuance, COH and its designees will hold [***] of the total number of shares of Qualifying Stock, calculated as of immediately after the closing of such Qualified Financing (the “Measurement Date”); provided, that, if a financing causes the achievement of the Qualified Financing Protection Ceiling, only the portion of such financing as would cause the achievement of the Qualified Financing Protection Ceiling shall be deemed a “Qualified Financing” for EXECUTION COPY Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. purposes of calculating the number of additional shares of Common Stock issuable to COH pursuant to this sentence, and COH shall not be entitled to any additional shares of Common Stock as a result of any proceeds to the Company in a Qualified Financing exceeding the Qualified Financing Protection Ceiling. Promptly after the applicable Measurement Date, Licensee will deliver to the applicable COH Stockholders (i) certificates representing the shares of Common Stock to be issued in accordance with the foregoingassessable, and (ii) if requested by the Lender, at any time after Common Shares issued to Lenders in connection with the Stock Grant have been held at least six months as described in Section (d) of Rule 144, the Borrower shall promptly cause its legal counsel to provide a certificate, executed on behalf of Licensee by an executive officer of Licensee, showing LicenseeRule 144 opinion letter in a form satisfactory to the Borrower’s calculation transfer agent to allow for salability of the number of shares of Qualifying Common Shares received in connection with the Stock as Grant, at the expense of the Measurement DateBorrower, subject to (y) Rule 144 and (z) the Lender providing the Borrower’s counsel reasonably requested representations in support of such opinion. The Borrower shall not unreasonably delay, condition or withhold the provision of or acceptance of the legal opinion described above. In the event the Borrower’s counsel does not provide the opinion described above within three (3) business days of the Borrower’s or its counsel’s receipt of the representations described above, the sales price Lender may engage its own legal counsel to prepare such Rule 144 opinion, the costs of each share of capital stock issued in the Qualified Financingswhich will be promptly reimbursed to Lender by Borrower, and the gross proceeds of the Qualified Financings and Licensee’s calculation of the shares of Common Stock Borrower shall advise its Transfer Agent to be issued to the COH Stockholders. Such shares of Common Stock will be issued promptly accept such opinion if in consideration for the benefits provided to Licensee under the Agreement and no additional consideration shall be payable for such shares of Common Stockreasonable form.