AILERON THERAPEUTICS, INC. (a Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 19th, 2017 • Aileron Therapeutics Inc • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 19th, 2017 • Aileron Therapeutics Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [•], 2017 by and between Aileron Therapeutics, Inc., a Delaware corporation (the “Company”), and [•] (the “Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 22nd, 2020 • Aileron Therapeutics Inc • Pharmaceutical preparations • Illinois
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 21, 2020, by and between AILERON THERAPEUTICS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 7th, 2021 • Aileron Therapeutics Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 6, 2021, between Aileron Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AILERON THERAPEUTICS, INC. Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: July 26, 2024Equity Distribution Agreement • July 26th, 2024 • Aileron Therapeutics, Inc. • Pharmaceutical preparations • New York
Aileron Therapeutics, Inc. Common Stock ($0.001 par value per share) Capital on Demand™ Sales AgreementCapital on Demand Sales Agreement • January 29th, 2021 • Aileron Therapeutics Inc • Pharmaceutical preparations • New York
Aileron Therapeutics, Inc., a Delaware corporation (the “Company”) confirms its agreement (this “Agreement”) with JonesTrading Institutional Services LLC (“JonesTrading”) and William Blair & Company, L.L.C. (“William Blair”; each of JonesTrading and William Blair individually an “Agent” and collectively, the “Agents”) as follows:
AILERON THERAPEUTICS, INC. NONSTATUTORY STOCK OPTION AGREEMENT GRANTED UNDER 2016 STOCK INCENTIVE PLANNonstatutory Stock Option Agreement • April 17th, 2017 • Aileron Therapeutics Inc • Pharmaceutical preparations
COMMON STOCK PURCHASE WARRANT AILERON THERAPEUTICS, INC.Common Stock Purchase Warrant • May 1st, 2024 • Aileron Therapeutics, Inc. • Pharmaceutical preparations • 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 on or prior to 5:00 p.m. (New York City time) on May 3, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aileron Therapeutics, Inc., a company incorporated under the laws of the State of Delaware (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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and The Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder
AILERON THERAPEUTICS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • June 19th, 2017 • Aileron Therapeutics Inc • Pharmaceutical preparations • Massachusetts
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into by and between Aileron Therapeutics, Inc., a Delaware corporation (the “Company”) and Donald Dougherty of Boston, MA (the “Executive”).
AILERON THERAPEUTICS, INC. Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • June 5th, 2020 • Aileron Therapeutics Inc • Pharmaceutical preparations • New York
Aileron Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom William Blair & Company, L.L.C. is acting as representative (the “Representative” or “you”) an aggregate of 9,090,910 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 1,363,636 additional shares (the “Optional Securities”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”). To the extent that you are the only Underwriter, all references to “each Underwriter,” “the Underwriters” or “Representative” shall refer to just you.
AILERON THERAPEUTICS, INC. RESTRICTED STOCK AGREEMENT GRANTED UNDER 2016 STOCK INCENTIVE PLANRestricted Stock Agreement • April 17th, 2017 • Aileron Therapeutics Inc • Pharmaceutical preparations • Delaware
This Restricted Stock Agreement (the “Agreement”) is made this [ ] day of [ ], 20[ ], between Aileron Therapeutics, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”).
PURCHASE AGREEMENTPurchase Agreement • September 22nd, 2020 • Aileron Therapeutics Inc • Pharmaceutical preparations • Delaware
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of September 21, 2020, by and between AILERON THERAPEUTICS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined herein are defined in Section 1 hereof.
SEVERANCE AGREEMENTSeverance Agreement • March 30th, 2020 • Aileron Therapeutics Inc • Pharmaceutical preparations • Massachusetts
This SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of December 12, 2019 by and between Rick Wanstall (“Executive”) and Aileron Therapeutics, Inc. (the “Company”).
AILERON THERAPEUTICS, INC. STOCK OPTION AGREEMENTStock Option Agreement • March 20th, 2023 • Aileron Therapeutics Inc • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
AGREEMENT AND PLAN OF MERGER by and among AILERON THERAPEUTICS, INC. AT MERGER SUB I, INC., AT MERGER SUB II, LLC and LUNG THERAPEUTICS, INC. Dated as of October 31, 2023Merger Agreement • October 31st, 2023 • Aileron Therapeutics Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 31, 2023, by and among Aileron Therapeutics, Inc., a Delaware corporation (“Parent”), AT MERGER SUB I, INC., a Delaware corporation (“First Merger Sub”), AT MERGER SUB II, LLC, a Delaware limited liability company (“Second Merger Sub” and together with First Merger Sub, “Merger Subs”), and Lung Therapeutics, Inc., a Texas corporation (the “Company”).
SEVENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 2nd, 2017 • Aileron Therapeutics Inc • Pharmaceutical preparations • Delaware
SEVENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, dated as of December 23, 2016 (this “Agreement”), among AILERON THERAPEUTICS, INC., a Delaware corporation (the “Issuer”), and the investors in the Issuer named in Schedule I hereto (collectively, the “Investors”), amending and restating the Sixth Amended and Restated Investor Rights Agreement, dated as of October 14, 2014 (the “Sixth Amended and Restated Investor Rights Agreement”), among the Issuer and the Investors.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • June 19th, 2017 • Aileron Therapeutics Inc • Pharmaceutical preparations • Massachusetts
This Amended and Restated License Agreement (this “Agreement”) is entered into as of the 19th day of February, 2010 (the “Effective Date”), for the purpose of amending and replacing the License Agreement dated August 2, 2006 (the “Original Agreement”), by and among: Aileron Therapeutics, Inc. (formerly Renegade Therapeutics, Inc.), a Delaware corporation, having a principal place of business at 840 Memorial Drive, 2nd Floor, Cambridge, MA 02142 (“Licensee”); President and Fellows of Harvard College, Holyoke Center, Suite 727, 1350 Massachusetts Ave., Cambridge, MA (“Harvard”); and Dana-Farber Cancer Institute, Inc., 44 Binney Street, Boston, MA (“DFCI”). Harvard and DFCI shall be referred to together as “Licensors”.
4,273,505 SHARES OF COMMON STOCK WARRANTS TO PURCHASE 4,273,505 SHARES OF COMMON STOCK AILERON THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 1st, 2024 • Aileron Therapeutics, Inc. • Pharmaceutical preparations • New York
The undersigned, Aileron Therapeutics, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Aileron Therapeutics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Titan Partners Group LLC, a division of American Capital Partners, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2024 • Aileron Therapeutics, Inc. • Pharmaceutical preparations • Texas
This Employment Agreement (this “Agreement’) is made and entered into as of December 13, 2018 (the “Effective Date”) by and between Lung Therapeutics, Inc. (the “Company”), and Charles T. Garner, an individual (“Executive”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. LICENSE AGREEMENTLicense Agreement • June 2nd, 2017 • Aileron Therapeutics Inc • Pharmaceutical preparations
THIS AGREEMENT is effective as of the day of , 2001 (the “Effective Date”), between CALIFORNIA INSTITUTE OF TECHNOLOGY, 1200 East California Boulevard, Pasadena, California 91125 (“Caltech”) and Materia, Inc., having a principal place of business at 2531 Nina Street, Pasadena, CA 91107 (“Licensee”).
AILERON THERAPEUTICS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • June 2nd, 2017 • Aileron Therapeutics Inc • Pharmaceutical preparations • Delaware
EMPLOYMENT AGREEMENT (the “Agreement”) dated as of March 1, 2008, between Aileron Therapeutics, Inc., a Delaware corporation (the “Company”) and Joseph A. Yanchik III (the “Executive”).
FORM OF WARRANTWarrant Agreement • October 31st, 2023 • Aileron Therapeutics Inc • Pharmaceutical preparations • New York
Aileron Therapeutics, Inc., a company incorporated under the laws of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [_____________] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [______________] ([_____________])1 fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have
Consulting AgreementConsulting Agreement • March 29th, 2019 • Aileron Therapeutics Inc • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (the “Agreement”), made this 30th day of September, 2018, is entered into by Aileron Therapeutics, Inc., a Delaware corporation (the “Company”), and John P. Longenecker, an individual residing at 1436 Tres Hermanas Way, Encinitas, CA, 92024 (the “Consultant”).
AILERON THERAPEUTICS, INC. Incentive Stock Option Agreement Granted Under 2006 Stock Incentive PlanIncentive Stock Option Agreement • June 2nd, 2017 • Aileron Therapeutics Inc • Pharmaceutical preparations
AILERON THERAPEUTICS, INC. Nonstatutory Stock Option Agreement Granted Under 2006 Stock Incentive PlanNonstatutory Stock Option Agreement • June 2nd, 2017 • Aileron Therapeutics Inc • Pharmaceutical preparations
Aileron Therapeutics, Inc. Restricted Stock Unit AgreementRestricted Stock Unit Agreement • March 20th, 2023 • Aileron Therapeutics Inc • Pharmaceutical preparations • Delaware
This grant of RSUs satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
Number of Warrants: Warrant Certificate No.Warrant Agreement • April 1st, 2019 • Aileron Therapeutics Inc • Pharmaceutical preparations
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, including without limitation Section 2(d), at any time on or after the date hereof (the “Initial Exercisability Date”) , until exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aileron Therapeutics, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”), subject to adjustment as provided herein. 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).
AILERON THERAPEUTICS, INC. INCENTIVE STOCK OPTION AGREEMENT GRANTED UNDER 2016 STOCK INCENTIVE PLANIncentive Stock Option Agreement • June 2nd, 2017 • Aileron Therapeutics Inc • Pharmaceutical preparations
LUNG THERAPEUTICS, INC.Employment Agreement • October 31st, 2023 • Aileron Therapeutics Inc • Pharmaceutical preparations
As you know, Lung Therapeutics Inc. (the “Company”) previously entered into an Employment Agreement with you dated February 1, 2015 (“Agreement”). The Company desires to modify the Agreement effective February 26, 2020, the date of the Board of Directors meeting at which the Board approved an incentive option for you, by adding new Section 3.1 to the Agreement as follows:
WAIVER UNDER LICENSE AGREEMENTWaiver Under License Agreement • October 13th, 2023 • Aileron Therapeutics Inc • Pharmaceutical preparations
THIS WAIVER UNDER LICENSE AGREEMENT (this “Waiver”) is made as of the date first written above (the “Effective Date”) by and among President and Fellows of Harvard College (“Harvard”), Dana-Farber Cancer Institute, Inc. (“DFCI”, and together with Harvard, the “Licensors”) and Aileron Therapeutics, Inc. (“Licensee”) with respect to that certain Amended and Restated License Agreement dated as of February 19, 2010 (the “License Agreement”). Capitalized terms not defined in this Waiver shall have the meanings given to them in the License Agreement.
LUNG THERAPEUTICS, INC.Employment Agreement • October 31st, 2023 • Aileron Therapeutics Inc • Pharmaceutical preparations
As you know, Lung Therapeutics, Inc. (the “Company”) previously entered into an Employment Agreement with you dated February 1, 2015, as modified by Letter Agreement dated February 11, 2023 (collectively, the “Agreement”). The Company desires to modify the Agreement effective October 30, 2023, as follows:
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. AMENDED AND RESTATED...Patent & Technology License Agreement • January 25th, 2024 • Aileron Therapeutics Inc • Pharmaceutical preparations • Texas
This Amended and Restated Patent and Technology License Agreement (“Agreement”), effective as of December 19, 2013, is between the Board of Regents of The University of Texas System, an agency of the State of Texas whose address is 201 West 7th St. Austin, TX 78701 (“Board”), on behalf of The University of Texas Health Science Center at Tyler (“UTHSCT”) (with Board on behalf of UTHSCT as “Licensor”), and Lung Therapeutics, Inc., a Texas Corporation, with its principal place of business at P.O. Box 150183, Austin, Texas 78715 (“Licensee”) (collectively, “Parties”, or singly, “Party”).
AILERON THERAPEUTICS, INC. AMENDED EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2018 • Aileron Therapeutics Inc • Pharmaceutical preparations • Massachusetts
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into by and between Aileron Therapeutics, Inc., a Delaware corporation (the “Company”) and Manuel C. Alves Aivado, MD, PhD (the “Executive”).
AILERON THERAPEUTICS, INC. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • June 19th, 2017 • Aileron Therapeutics Inc • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
SEPARATION AND RELEASE OF CLAIMS AGREEMENTSeparation and Release of Claims Agreement • August 7th, 2018 • Aileron Therapeutics Inc • Pharmaceutical preparations • Massachusetts
This Separation and Release of Claims Agreement (the “Agreement”) is made by and between Aileron Therapeutics, Inc. (the “Company”) and Joseph A. Yanchik III (“Executive”) (together, the “Parties”).
