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. 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. (b) COH, on behalf of itself and all of the COH Stockholders, represents and warrants to Licensee as follows: (i) The COH Stockholders acknowledge and agree that the COH Shares will be restricted securities and will not be registered with the Securities and Exchange Commission or qualified with any state securities authority and that, accordingly, the COH Shares may not be distributed, sold or otherwise transferred except pursuant to an effective registration statement under the Act or pursuant to an available exemption from the registration requirements of the Act. COH acknowledges that Licensee has no obligation to register or qualify the COH Shares for resale. (ii) Each of the COH Stockholders is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Act. Each of the COH Stockholders is an investor in securities of companies in the development stage and acknowledges that each such COH Stockholder is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the COH Shares. (iii) COH hereby confirms that unless the COH Shares are registered under the Securities Exchange Act of 1934, as amended, the COH Shares will be acquired for investment for the applicable COH Stockholder’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such COH Stockholder has no present intention of selling, granting any participation in, or otherwise distributing the same. COH further represents that the COH Stockholders do not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation rights to such person or to any third person, with respect to any of the COH Shares unless the COH Shares are registered under the Securities Exchange Act of 1934, as amended. No COH Stockholder has been formed for the specific purpose of acquiring the COH Shares. 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. (iv) COH understands that the COH Shares and any securities issued in respect of or exchange for the COH Shares, may bear any one or more of the following legends: (a) any legend required by the securities laws of any state to the extent such laws are applicable to the COH Shares represented by the certificate so legended; and (b) the following legend: “THE SECURITIES REPRESENTED BY THIS STATEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SUCH ACT OR PURSUANT TO RULE 144 PROMULGATED UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.”

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. (b) COH, on behalf of itself and all of the COH Stockholders, represents and warrants to Licensee as follows: (i) The COH Stockholders acknowledge and agree that the COH Shares will be restricted securities and will not be registered with the Securities and Exchange Commission or qualified with any state securities authority and that, accordingly, the COH Shares may not be distributed, sold or otherwise transferred except pursuant to an effective registration statement under the Act or pursuant to an available exemption from the registration requirements of the Act. COH acknowledges that Licensee has no obligation to register or qualify the COH Shares for resale. (ii) Each of the COH Stockholders is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Act. Each of the COH Stockholders is an investor in securities of companies in the development stage and acknowledges that each such COH Stockholder is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the COH Shares. (iii) COH hereby confirms that unless the COH Shares are registered under the Securities Exchange Act of 1934, as amended, the COH Shares will be acquired for investment for the applicable COH Stockholder’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such COH Stockholder has no present intention of selling, granting any participation in, or otherwise distributing the same. COH further represents that the COH Stockholders do not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation rights to such person or to any third person, with respect to any of the COH Shares unless the COH Shares are registered under the Securities Exchange Act of 1934, as amended. No COH Stockholder has been formed for the specific purpose of acquiring the COH Shares. 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. (iv) COH understands that the COH Shares and any securities issued in respect of or exchange for the COH Shares, may bear any one or more of the following legends: (a) any legend required by the securities laws of any state to the extent such laws are applicable to the COH Shares represented by the certificate so legended; and (b) the following legend: “THE SECURITIES REPRESENTED BY THIS STATEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SUCH ACT OR PURSUANT TO RULE 144 PROMULGATED UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.”

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. 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. (b) COH, on behalf of itself and all of the COH Stockholders, represents and warrants to Licensee as follows: (i) The COH Stockholders acknowledge and agree that the COH Shares will be restricted securities and will not be registered with the Securities and Exchange Commission or qualified with any state securities authority and that, accordingly, the COH Shares may not be distributed, sold or otherwise transferred except pursuant to an effective registration statement under the Act or pursuant to an available exemption from the registration requirements of the Act. COH acknowledges that Licensee has no obligation to register or qualify the COH Shares for resale. (ii) Each of the COH Stockholders is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Act. Each of the COH Stockholders is an investor in securities of companies in the development stage and acknowledges that each such COH Stockholder is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the COH Shares. (iii) COH hereby confirms that unless the COH Shares are registered under the Securities Exchange Act of 1934, as amended, the COH Shares will be acquired for investment for the applicable COH Stockholder’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such COH Stockholder has no present intention of selling, granting any participation in, or otherwise distributing the same. COH further represents that the COH Stockholders do not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation rights to such person or to any third person, with respect to any of the COH Shares unless the COH Shares are registered under the Securities Exchange Act of 1934, as amended. No COH Stockholder has been formed for the specific purpose of acquiring the COH Shares. 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. (iv) COH understands that the COH Shares and any securities issued in respect of or exchange for the COH Shares, may bear any one or more of the following legends: (a) any legend required by the securities laws of any state to the extent such laws are applicable to the COH Shares represented by the certificate so legended; and (b) the following legend: “THE SECURITIES REPRESENTED BY THIS STATEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SUCH ACT OR PURSUANT TO RULE 144 PROMULGATED UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.”

Stock Grant. (a) Subject to the provisions hereinafter set forth and the terms and conditions of this Agreementthe Plan, within [***] the Company hereby grants to the Employee, as of <<GRANTDATE>> ([***]the "Grant Date"), a stock Grant, subject to the vesting schedule set forth below, of up to an aggregate of <<AMOUNTOFSHARES>> shares (the "Grant Shares") days of common stock of the execution of this AgreementCompany, 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 par value $.01 per share (the “Act”"Common Stock"), (ii) represented such number being subject to Licensee that it is acquiring adjustment as provided in 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 COHPlan. As more fully described below, the “COH Stockholders”)), 814,905 validly issued, fully-paid, Grant Shares granted hereby are subject to forfeiture by the Employee if certain criteria are not satisfied. (a) The Grant Shares shall vest and become 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. 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 forfeitable in accordance with the foregoingfollowing schedule: Earned Portion of Vesting Date Grant Shares ------------ ------------ <<VESTINGDATE1>> <<SHARES>> <<VESTINGDATE2>> <<SHARES1>> <<VESTINGDATE3>> <<SHARES2>> <<VESTINGDATE4>> <<SHARES4>> <<VESTINGDATE5>> <<SHARES5>> (b) Notwithstanding the vesting schedule set forth above, and (ii) a certificate, executed on behalf such vesting schedule may be accelerated by the Board of Licensee by an executive officer of Licensee, showing Licensee’s calculation Directors or the Compensation Committee of the number Board of shares of Qualifying Stock as Directors (the "Committee") in their sole decision. (c) Upon the vesting date the earned portion 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 Grant Shares shall be issued to the COH Stockholders. Such shares of Common Stock will be issued Employee in consideration for accordance with the benefits provided to Licensee under Plan and the Agreement and no additional consideration shall be payable for such shares of Common Stockterms hereof including Section 3 below. (bd) COHIf the Employee is terminated by the Company or its Subsidiaries for Cause (as defined in the Plan) or voluntarily terminates employment by the Company or its Subsidiaries, on behalf of itself and all prior to the satisfaction of the COH Stockholdersvesting provisions set forth above, represents no further portion of the Grant Shares shall become vested pursuant to this Agreement and warrants to Licensee such unvested Grant Shares shall be forfeited effective as follows: (i) The COH Stockholders acknowledge and agree of the date that the COH Shares will Employee ceases to be restricted securities and will not be registered with so employed by the Securities and Exchange Commission or qualified with any state securities authority and that, accordingly, the COH Shares may not be distributed, sold or otherwise transferred except pursuant to an effective registration statement under the Act or pursuant to an available exemption from the registration requirements of the Act. COH acknowledges that Licensee has no obligation to register or qualify the COH Shares for resaleCompany. (iie) Each Nothing in the Plan or this Agreement shall confer on Employee any right to continue in the employ of, or other relationship with, the Company or any Subsidiary of the COH Stockholders is an “accredited investor” as defined Company, or limit in Rule 501(a) of Regulation D promulgated under any way the Act. Each right of the COH Stockholders is an investor in securities of companies in the development stage and acknowledges that each such COH Stockholder is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial Company or business matters that it is capable of evaluating the merits and risks any Affiliate or Subsidiary of the investment in the COH Shares. (iii) COH hereby confirms that unless the COH Shares are registered under the Securities Exchange Act of 1934Company to terminate Employee's employment or other relationship at any time, as amended, the COH Shares will be acquired for investment with or without Cause. This Agreement does not constitute an employment contract. This Agreement does not guarantee employment for the applicable COH Stockholder’s own account, not as a nominee or agent, and not with a view to the resale or distribution length of any part thereof, and that such COH Stockholder has no present intention of selling, granting any participation in, or otherwise distributing the same. COH further represents that the COH Stockholders do not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation rights to such person or to any third person, with respect to any time of the COH Shares unless the COH Shares are registered under the Securities Exchange Act of 1934, as amended. No COH Stockholder has been formed Vesting Schedule or for the specific purpose of acquiring the COH Shares. 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 Commissionany portion thereof. (iv) COH understands that the COH Shares and any securities issued in respect of or exchange for the COH Shares, may bear any one or more of the following legends: (a) any legend required by the securities laws of any state to the extent such laws are applicable to the COH Shares represented by the certificate so legended; and (b) the following legend: “THE SECURITIES REPRESENTED BY THIS STATEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SUCH ACT OR PURSUANT TO RULE 144 PROMULGATED UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.”