OvaScience, Inc. Sample Contracts

OVASCIENCE, INC. (a Delaware corporation) 5,000,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • March 6th, 2014 • OvaScience, Inc. • Pharmaceutical preparations • New York

Ovascience, Inc., a Delaware corporation (the “Company”), confirms its agreement with Leerink Partners LLC (“Leerink”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Leerink is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 750,000 additional shares of Common Stock. The aforesaid 5,000,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriters and all or a

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OVASCIENCE, INC. 7,150,00 Shares of Common Stock Underwriting Agreement
Underwriting Agreement • May 26th, 2016 • OvaScience, Inc. • Pharmaceutical preparations • New York

OvaScience, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 7,150,000 shares of Common Stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,072,500 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. To the extent there are no additional Underwriters listed on Schedule 1 other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.

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TEMPEST THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20[●] Debt Securities
Indenture • July 16th, 2021 • Tempest Therapeutics, Inc. • Pharmaceutical preparations • New York

INDENTURE, dated as of [●], 20[●] , among TEMPEST THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):

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FORM OF INDEMNIFICATION AGREEMENT(1)
Indemnification Agreement • December 13th, 2018 • Millendo Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ], between Millendo Therapeutics, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).

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MILLENDO THERAPEUTICS, INC. and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF
Preferred Stock Warrant Agreement • April 5th, 2019 • Millendo Therapeutics, Inc. • Pharmaceutical preparations • New York

PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between MILLENDO THERAPEUTICS, INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

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MILLENDO THERAPEUTICS, INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF
Common Stock Warrant Agreement • April 5th, 2019 • Millendo Therapeutics, Inc. • Pharmaceutical preparations • New York

COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between MILLENDO THERAPEUTICS, INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

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OPEN MARKET SALE AGREEMENTSM
Open Market Sale Agreement • June 20th, 2024 • Tempest Therapeutics, Inc. • Pharmaceutical preparations • New York
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MILLENDO THERAPEUTICS, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF
Warrant Agreement • April 5th, 2019 • Millendo Therapeutics, Inc. • Pharmaceutical preparations • New York

DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between MILLENDO THERAPEUTICS, INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

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OVASCIENCE, INC. SALES AGREEMENT
Sales Agreement • November 3rd, 2016 • OvaScience, Inc. • Pharmaceutical preparations • New York

OvaScience, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:

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Contract
Warrant Agreement • May 4th, 2021 • Millendo Therapeutics, Inc. • Pharmaceutical preparations • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

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Millendo Therapeutics, Inc. 4,166,667 Shares Common Stock ($0.001 par value) Underwriting Agreement
Underwriting Agreement • December 5th, 2019 • Millendo Therapeutics, Inc. • Pharmaceutical preparations • New York
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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 4th, 2021 • Millendo Therapeutics, Inc. • Pharmaceutical preparations

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of January 15, 2021 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and TEMPEST THERAPEUTICS, INC., a Delaware corporation with offices located at 7000 Shoreline Court, Suite 275, South San Francisco, CA 94080 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:

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AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • July 5th, 2012 • OvaScience, Inc. • In vitro & in vivo diagnostic substances • Delaware

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 29th day of March, 2012, by and among OvaScience, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 11th, 2012 • OvaScience, Inc. • Delaware

THIS AGREEMENT (the “Agreement”) is made and entered into as of between OvaScience, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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LEASE AGREEMENT
Lease Agreement • May 4th, 2021 • Millendo Therapeutics, Inc. • Pharmaceutical preparations

THIS LEASE AGREEMENT (this “Lease”) is made this 22nd day of February 2019, between ARE-SAN FRANCISCO NO. 17, LLC, a Delaware limited liability company (“Landlord”), and TEMPEST THERAPEUTICS, INC., a Delaware corporation (“Tenant”).

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Millendo Therapeutics, Inc. $50,000,000 Shares Common Stock ($0.001 par value) Equity Distribution Agreement
Equity Distribution Agreement • April 5th, 2019 • Millendo Therapeutics, Inc. • Pharmaceutical preparations • New York

Millendo Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Citigroup Global Markets Inc. (the “Manager”) as follows:

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OVASCIENCE, INC. Nonstatutory Stock Option Agreement Granted Under 2011 Stock Incentive Plan
Nonstatutory Stock Option Agreement • May 17th, 2012 • OvaScience, Inc. • In vitro & in vivo diagnostic substances
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OVASCIENCE, INC. Incentive Stock Option Agreement Granted Under 2012 Stock Incentive Plan
Incentive Stock Option Agreement • May 17th, 2012 • OvaScience, Inc. • In vitro & in vivo diagnostic substances
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DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 7th, 2021 • Tempest Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of the day of , , by and between Tempest Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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OVASCIENCE, INC. Restricted Stock Agreement Granted Under 2011 Stock Incentive Plan
Restricted Stock Agreement • April 11th, 2012 • OvaScience, Inc. • Delaware
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RIGHTS AGREEMENT October 10, 2023
Rights Agreement • October 11th, 2023 • Tempest Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS RIGHTS AGREEMENT (this “Agreement”) is dated as of October 10, 2023 (the “Agreement Date”) and is made between TEMPEST THERAPEUTICS, INC., a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A, as rights agent (“Rights Agent”).

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LEASE AGREEMENT
Lease Agreement • May 17th, 2012 • OvaScience, Inc. • In vitro & in vivo diagnostic substances

THIS LEASE AGREEMENT (this “Lease”) is made this 1st day of May, 2012, between ARE-MA REGION NO. 38, LLC, a Delaware limited liability company (“Landlord”), and OVASCIENCE, INC., a Delaware corporation (“Tenant”).

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OVASCIENCE, INC. Amended and Restated Restricted Stock Agreement
Restricted Stock Agreement • April 11th, 2012 • OvaScience, Inc. • Delaware

AGREEMENT made this 29th day of March, 2012, between OvaScience, Inc., a Delaware corporation (the “Company”), Richard Aldrich (“Aldrich”) and the Richard H. Aldrich Irrevocable Trust of 2011 (the “Trust”, and, together with Aldrich, the “Founder”) . This agreement amends and restates in its entirety the Restricted Stock Agreement, dated April 7, 2011, between the Company (formerly known as Ovastem, Inc.) and Aldrich (the “Prior Restricted Stock Agreement”). In connection with the transfer of shares of stock subject to the Prior Restricted Stock Agreement from Aldrich to the Trust on December 30, 2011, the Trust agreed to become party to and bound by the Prior Restricted Stock Agreement.

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Nonstatutory Stock Option Agreement
Nonstatutory Stock Option Agreement • May 3rd, 2018 • OvaScience, Inc. • Pharmaceutical preparations • Delaware
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Re: Amended and Restated Employment Terms Dear Jen:
Employment Agreement • March 29th, 2021 • Millendo Therapeutics, Inc. • Pharmaceutical preparations

Millendo Therapeutics US, Inc. (the “Company”) desires to amend and restate the terms of your employment in connection with your appointment as Chief Financial Officer of the Company pursuant to the terms of this letter (the “Agreement”). Subject to your execution of this Agreement, effective as of February 1, 2021 (the “Effective Date”) this Agreement amends, restates and supersedes in its entirety your Employment Terms with Millendo Therapeutics US, Inc. effective January 1, 2019 (the “Prior Agreement”).

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AGREEMENT AND PLAN OF MERGER
Merger Agreement • March 29th, 2021 • Millendo Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 29, 2021, is entered into by and among Millendo Therapeutics, Inc., a Delaware corporation (“Public Company”); Mars Merger Corp., a Delaware corporation and a wholly owned subsidiary of Public Company (the “Merger Sub”); and Tempest Therapeutics, Inc., a Delaware corporation (“Merger Partner”).

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Millendo Therapeutics, Inc. $50,000,000 Shares Common Stock ($0.001 par value) Amended and Restated Equity Distribution Agreement
Equity Distribution Agreement • March 4th, 2020 • Millendo Therapeutics, Inc. • Pharmaceutical preparations • New York

Reference is made to the Equity Distribution Agreement dated April 5, 2019 (the “Original Equity Distribution Agreement”) by and between Millendo Therapeutics, Inc., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. (“Citigroup”), pursuant to which the Company agreed, in its sole discretion, to issue and sell, from time to time, through Citigroup, as sales agent, shares of the Company’s common stock, par value $0.001 per share, having an aggregate offering price of up to $50,000,000 (the “Shares”). The Company, Citigroup and SVB Leerink LLC (“SVB Leerink”) (together with Citigroup, collectively, the “Managers”, and each individually a “Manager”) wish to amend and restate the Original Equity Distribution Agreement in its entirety as provided hereby.

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Tempest Therapeutics, Inc. South San Francisco, California 94080
Executive Employment Agreement • May 13th, 2022 • Tempest Therapeutics, Inc. • Pharmaceutical preparations • California

This Agreement supersedes, amends and restates in all respects all prior agreements and understandings between you and the Company regarding the subject matter herein. The date on which you sign this Agreement is referred to herein as the “Effective Date”.

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TEMPEST THERAPEUTICS, INC. South San Francisco, California 94080
Executive Employment Agreement • July 7th, 2021 • Tempest Therapeutics, Inc. • Pharmaceutical preparations • California

This Agreement supersedes, amends and restates in all respects all prior agreements and understandings between you and the Company regarding the subject matter herein. The date on which you sign this Agreement is referred to herein as the “Effective Date”.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 2nd, 2022 • Tempest Therapeutics, Inc. • Pharmaceutical preparations • New York

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 26, 2022, by and among Tempest Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Schedule 1 hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). In the event that there is only a single Purchaser, then all references herein to Purchasers shall be deemed to refer to such Purchaser.

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SEPARATION AGREEMENT
Separation Agreement • December 6th, 2018 • OvaScience, Inc. • Pharmaceutical preparations • Massachusetts

This Separation Agreement (this “Agreement”) by and between Jonathan Gillis (“Employee”) and OvaScience, Inc., a Delaware corporation (the “Company”), is effective upon Employee and the Company signing this Agreement (the “Effective Date”), with reference to the following facts:

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OVASCIENCE, INC. Nonstatutory Stock Option Agreement Granted Under 2012 Stock Incentive Plan
Nonstatutory Stock Option Agreement • May 17th, 2012 • OvaScience, Inc. • In vitro & in vivo diagnostic substances
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 2nd, 2022 • Tempest Therapeutics, Inc. • Pharmaceutical preparations • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 26, 2022, by and among Tempest Therapeutics, Inc., a Delaware corporation (the “Company”), and the purchasers set forth on Schedule 1 hereto (each, a “Purchaser”, and collectively, the “Purchasers”), and shall become effective as of the Closing (as defined in the Purchase Agreement, defined below). Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement.

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • November 1st, 2018 • OvaScience, Inc. • Pharmaceutical preparations • Delaware

This Stock Purchase Agreement (this “Agreement”) is made and entered into as of the 1st day of November, 2018 (the “Effective Date”), by and among OvaScience, Inc., a Delaware corporation (the “OvaScience”), the purchasers set forth on Schedule I attached to this Agreement (each a “Purchaser” and collectively, the “Purchasers”) and Millendo Therapeutics Inc. (the “Company” and together with OvaScience, the “Merger Parties”). Each Purchaser, the Company and OvaScience shall be referred to herein as a “Party” and, collectively, as the “Parties”.

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December 21, 2016 PERSONAL AND CONFIDENTIAL
Separation Agreement • March 2nd, 2017 • OvaScience, Inc. • Pharmaceutical preparations • Massachusetts

The purpose of this letter agreement (the “Agreement”) is to set forth the terms regarding your separation of employment from OvaScience, Inc. (the “Company”). As more fully set forth below, the Company desires to provide you with separation benefits in exchange for certain agreements by you. This Agreement shall become effective on the eighth (8th) day following your acceptance of it (the “Effective Date”) as described below.

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