SYNLOGIC, INC. (a Delaware corporation) 15,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 23rd, 2021 • Synlogic, Inc. • Pharmaceutical preparations • New York
SYNLOGIC, INC. Common Stock (par value $0.001 per share) SALES AGREEMENTSales Agreement • August 9th, 2018 • Synlogic, Inc. • Pharmaceutical preparations • New York
Synlogic, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
OPEN MARKET SALE AGREEMENTSMSynlogic, Inc. • July 23rd, 2021 • Pharmaceutical preparations • New York
MIRNA THERAPEUTICS, INC. (a Delaware corporation) Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 18th, 2015 • Mirna Therapeutics, Inc. • Pharmaceutical preparations • New York
LEASE by and between BMR-ROGERS STREET LLC, a Delaware limited liability company and SYNLOGIC, INC. a Delaware corporationLease • March 20th, 2018 • Synlogic, Inc. • Pharmaceutical preparations
THIS LEASE (this “Lease”) is entered into as of this ____ day of [_______], 2017 (the “Execution Date”), by and between BMR-ROGERS STREET LLC, a Delaware limited liability company (“Landlord”), and SYNLOGIC, INC., a Delaware corporation (“Tenant”).
MIRNA THERAPEUTICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 11th, 2015 • Mirna Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is effective as of [·] by and between Mirna Therapeutics, Inc., a Delaware corporation (the “Company”), and «Indemnitee» (“Indemnitee”).
SYNLOGIC, INC. (a Delaware corporation) 5,130,000 Shares of Common Stock UNDERWRITING AGREEMENTSynlogic, Inc. • January 24th, 2018 • Pharmaceutical preparations • New York
CLASS A WARRANT TO PURCHASE SHARES OF COMMON STOCK OF SYNLOGIC, INC.Synlogic, Inc. • June 12th, 2019 • Pharmaceutical preparations • New York
This Class A Warrant (the “Warrant”) is issued by Synlogic, Inc., a Delaware corporation (the “Company”), to GINKGO BIOWORKS, INC., or its registered assigns (including any successors or assigns, the “Holder”), and is subject to the terms and conditions set forth below. The Warrant is being issued pursuant to that certain Subscription Agreement by and among the Company and the Holder dated as of June 11, 2019 (the “Subscription Agreement”).
MIRNA THERAPEUTICS, INC. 2008 LONG TERM INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • August 24th, 2015 • Mirna Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Stock Option (“Notice of Grant”) by and between Mirna therapeutics, Inc., a Delaware corporation (the “Company”), and you:
FORM OF SUPPORT AGREEMENTForm of Support Agreement • May 16th, 2017 • Mirna Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of May , 2017, is by and between Mirna Therapeutics, Inc., a Delaware corporation (“Meerkat”), and the Person set forth on Schedule A (the “Stockholder”).
•] Shares of Common Stock (or Pre-Funded Warrants to Purchase Shares of Common Stock in Lieu Thereof) Warrants to Purchase [•] Shares of Common Stock SYNLOGIC, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 29th, 2023 • Synlogic, Inc. • Pharmaceutical preparations • New York
Synlogic, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Chardan Capital Markets, LLC, as underwriter (“Chardan” or the “Underwriter”) (i) an aggregate of [•] authorized but unissued shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”) or pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of Common Stock in lieu thereof at an exercise price of $0.001 per share (the “Pre-Funded Warrant Shares”), and (ii) warrants (the “Warrants”) to purchase up to an aggregate of [•] shares of Common Stock (the “Warrant Shares”). The Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Warrants and the Warrant Shares are collectively referred to as the “Securities”. The offering of the Securities pursuant hereto is referred to as the “Offering”.
AMENDMENT No. 1 to LICENSE AGREEMENTLicense Agreement • September 18th, 2015 • Mirna Therapeutics, Inc. • Pharmaceutical preparations
This AMENDMENT NO. 1 to LICENSE AGREEMENT (this “Amendment”) is made and entered into effective as of December 27, 2013 (the “Amendment Effective Date”), by and between Mirna Therapeutics, Inc., a Delaware corporation with offices at 2150 Woodward Street, Suite 100, Austin, Texas 78744 (“MirnaRx”), and Marina Biotech, Inc., a Delaware corporation with offices at 3830 Monte Villa Parkway, Bothell, Washington 98021 (“Marina Bio”).
SEPARATION AGREEMENTSeparation Agreement • August 28th, 2017 • Synlogic, Inc. • Pharmaceutical preparations • Texas
This Separation Agreement (the “Agreement”) by and between Paul Lammers (“Executive”) and Mirna Therapeutics, Inc., a Delaware corporation (the “Company”), is made effective eight (8) days after Executive’s signature hereto (the “Effective Date”), unless Executive revokes his acceptance of this Agreement as provided in Section 5(c) below, with reference to the following facts:
LICENSE AGREEMENTLicense Agreement • September 11th, 2015 • Mirna Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (the “Agreement”) is made and entered into effective as of December 22, 2011 (the “Effective Date”) by and between MIRNA THERAPEUTICS, INC., a Delaware corporation with a place of business at 2150 Woodward Street, Suite 100, Austin, Texas 78744 (“MirnaRx”), and MARINA BIOTECH, INC., a Delaware corporation with a place of business at 3830 Monte Villa Parkway, Bothell, Washington 98021 USA (“Marina Bio”). Marina Bio and MirnaRx are sometimes referred to herein individually as a “Party”, and collectively as the “Parties.”
AMENDED AND RESTATED AGREEMENTAmended and Restated Agreement • September 11th, 2015 • Mirna Therapeutics, Inc. • Pharmaceutical preparations
THIS AMENDED AND RESTATED AGREEMENT (the “Agreement”) by and between YALE UNIVERSITY, a corporation organized and existing under and by virtue of a charter granted by the general assembly of the Colony and State of Connecticut and located in New Haven, Connecticut (“YALE”), and Mirna Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware and with principal offices located in Austin, Texas (“LICENSEE”) is effective as of the date of final signature below (“EFFECTIVE DATE”).
MIRNA THERAPEUTICS, INC. THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 11th, 2015 • Mirna Therapeutics, Inc. • Pharmaceutical preparations • California
THIS THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of this 31st day of March, 2015, by and among MIRNA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and each of the persons and entities listed on Exhibit A hereto (the “Investors” and each individually an “Investor”).
ContractLicense Agreement • September 11th, 2015 • Mirna Therapeutics, Inc. • Pharmaceutical preparations
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
CANCER PREVENTION & RESEARCH INSTITUTE OF TEXASCancer Research Grant Contract • August 24th, 2015 • Mirna Therapeutics, Inc. • Pharmaceutical preparations • Texas
This CANCER RESEARCH GRANT CONTRACT (“Contract”) is by and between the Cancer Prevention and Research Institute of Texas (“CPRIT”), hereinafter referred to as the “INSTITUTE”, acting through its Executive Director, and Mirna Therapeutics, Inc., hereinafter referred to as the “RECIPIENT”, acting through its authorized signing official.
MIRNA THERAPEUTICS, INC. 2150 Woodward St. #100 Austin, Texas 78744 NOTICE OF GRANT OF STOCK OPTIONMirna Therapeutics, Inc. • August 24th, 2015 • Pharmaceutical preparations
Synlogic, Inc. Cambridge, MA 02142Employment Agreement • December 29th, 2023 • Synlogic, Inc. • Pharmaceutical preparations
Pursuant to this amendment, Section 7 (Termination and Severance) and Section 8 (Change of Control) of the employment letter dated October 1, 2018 is hereby amended and restated as follows:
CROSS LICENSE AGREEMENTCross License Agreement • August 24th, 2015 • Mirna Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Cross License Agreement (this “Agreement”) is made as of the Effective Date (as such term is defined below) by and between Asuragen, Inc., a Delaware corporation with its principal offices at 2150 Woodward St., Austin, Texas 78744 (“Asuragen”) and Mirna Therapeutics, Inc., a Delaware corporation with an office at 2150 Woodward Street, Austin, Texas 78744 (“Mirna”); (each of Asuragen and Mirna is referred to herein as “Party” and together as the “Parties”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: MIRNA THERAPEUTICS, INC., a Delaware corporation; MEERKAT MERGER SUB, INC., a Delaware corporation; and SYNLOGIC, INC., a Delaware corporation Dated as of May 15, 2017Agreement and Plan of Merger and Reorganization • May 16th, 2017 • Mirna Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of May 15, 2017, by and among MIRNA THERAPEUTICS, INC., a Delaware corporation (“Meerkat”), MEERKAT MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Meerkat (“Merger Sub”), and SYNLOGIC, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
MIRNA THERAPEUTICS LETTERHEAD]Employment Agreement • September 25th, 2015 • Mirna Therapeutics, Inc. • Pharmaceutical preparations • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 28th day of September, 2015 (the date Employee actually commences employment with the Company (each as defined below), the “Effective Date”) by and between Mirna Therapeutics, Inc., a Delaware corporation (the “Company”) and Miguel S. Barbosa, Ph.D. (“Employee”).
SEPARATION AGREEMENTSeparation Agreement • March 15th, 2017 • Mirna Therapeutics, Inc. • Pharmaceutical preparations • Texas
This Separation Agreement (the “Agreement”) by and between Jon Irvin (“Executive”) and Mirna Therapeutics, Inc., a Delaware corporation (the “Company”), is made effective eight (8) days after Executive’s signature hereto (the “Effective Date”), unless Executive revokes his acceptance of this Agreement as provided in Section 5(c) below, with reference to the following facts:
FIRST AMENDMENT TO THE CROSS LICENSE AGREEMENTLicense Agreement • August 24th, 2015 • Mirna Therapeutics, Inc. • Pharmaceutical preparations
This First Amendment to the Cross License Agreement (the “First Amendment”) is by and between Mirna Therapeutics, Inc. (“Mirna”), a Delaware corporation with a principal business address at 2150 Woodward St., Suite 100, Austin, Texas 78744, and Asuragen, Inc., a Delaware corporation, with a principal business address at 2150 Woodward Street, Austin, Texas 78744 (“Asuragen”), and is effective as of September 28, 2012 (the “First Amendment Effective Date”). All capitalized terms not defined in this First Amendment shall have the meanings given to them in the Cross License Agreement (including Exhibits thereto) entered into by and between Mirna and Asuragen, effective as of November 3, 2009 (the “Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2015 • Mirna Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Agreement is made in connection with the Stock Purchase Agreement dated as of September 1, 2015 between the Company and CPRIT (the “Purchase Agreement”), pursuant to which CPRIT has agreed to purchase shares of the Company’s Common Stock (the “Shares” and such offering, the “Offering”). The execution and delivery of this Agreement is a condition precedent to certain obligations of CPRIT under the Purchase Agreement.
Synlogic, Inc.Synlogic, Inc. • March 25th, 2021 • Pharmaceutical preparations • Massachusetts
Synlogic Operating Company, Inc. Cambridge, MA 02142Letter Agreement • March 19th, 2024 • Synlogic, Inc. • Pharmaceutical preparations
The purpose of this letter agreement (“Agreement”) is to confirm the terms of this separation of employment from Synlogic, Inc. (“Synlogic” or “the Company”).1 The Severance Pay and Benefits described below are contingent on your agreement to and compliance with the provisions of this Agreement, as set forth below. In order to accept the Severance Pay and Benefits offered in this Agreement, you must sign and return the same on, or before March 27, 2024. This Agreement shall be effective on the eighth (8th) day after you sign the same (the “Effective Date”).
RIGHTS AGREEMENT Dated as of February 20, 2024 between SYNLOGIC, INC. and EQUINITI TRUST COMPANY LLC as Rights AgentRights Agreement • February 20th, 2024 • Synlogic, Inc. • Pharmaceutical preparations • New York
This Rights Agreement (this “Agreement”), dated as of February 20, 2024, is between Synlogic, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company LLC, as rights agent (the “Rights Agent”).
CONFIDENTIAL TREATMENT REQUESTED Boston University Massachusetts Institute of Technology Synlogic, Inc. License Agreement Effective as of October 18, 2015Equity Agreement • August 28th, 2017 • Synlogic, Inc. • Pharmaceutical preparations • Massachusetts
Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
SUBSCRIPTION AGREEMENTSubscription Agreement • June 12th, 2019 • Synlogic, Inc. • Pharmaceutical preparations • New York
This Subscription Agreement (this “Agreement”) is dated as of June 11, 2019 (the “Effective Date”), among Synlogic, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each a “Purchaser” and collectively the “Purchasers”).
Synlogic Operating Company, Inc. Cambridge, MA 02142Letter Agreement • August 8th, 2024 • Synlogic, Inc. • Pharmaceutical preparations
The purpose of this letter agreement (“Agreement”) is to confirm the terms of this separation of employment from Synlogic, Inc. (“Synlogic” or “the Company”). The Severance Pay and Benefits described below are contingent on your agreement to and compliance with the provisions of this Agreement, as set forth below. This Agreement shall be effective on the day after you sign the same (the “Effective Date”).
AMENDMENT No. 2 to LICENSE AGREEMENTLicense Agreement • September 11th, 2015 • Mirna Therapeutics, Inc. • Pharmaceutical preparations
This AMENDMENT NO. 2 to LICENSE AGREEMENT (this “Amendment No. 2”) is made and entered into effective as of May 11, 2015 (the “Amendment No. 2 Effective Date”), by and between Mirna Therapeutics, Inc., a Delaware corporation with offices at 2150 Woodward Street, Suite 100, Austin, Texas 78744 (“MirnaRx”), and Marina Biotech, Inc., a Delaware corporation with offices c/o Pryor Cashman LLP, 7 Times Square, New York, New York 10036 (“Marina Bio”).
SERVICES AGREEMENT Between ASURAGEN, INC. and MIRNA THERAPEUTICS, INC. Dated January 1, 2013Services Agreement • August 24th, 2015 • Mirna Therapeutics, Inc. • Pharmaceutical preparations • Texas
This SERVICES AGREEMENT (this “Agreement”) is made as of January 1, 2013 (the “Effective Date”) between Asuragen, Inc., a Delaware corporation (“Asuragen”), and Mirna Therapeutics, Inc., a Delaware corporation (“Mirna Therapeutics”).
ContractMirna Therapeutics, Inc. • August 24th, 2015 • Pharmaceutical preparations • Delaware
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
