Elicio Therapeutics, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • June 29th, 2021 • Elicio Therapeutics, Inc. • Pharmaceutical preparations • New York
Elicio Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), an aggregate of [•] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of common stock, par value $0.01 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 28th, 2021 • Elicio Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”), dated as of [ ], 2021, is by and between Elicio Therapeutics, Inc., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2021 • Elicio Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (the “Agreement”) is made and entered into as of November 15, 2018, by and between Robert Connelly (the “Executive”) and Vedantra Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
COMMON STOCK PURCHASE WARRANT VEDANTRA PHARMACEUTICALS, INC.Elicio Therapeutics, Inc. • July 13th, 2021 • Pharmaceutical preparations
THIS 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, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the ten (10) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Vedantra Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to [ ] shares (the “Warrant Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”).
COMMON STOCK PURCHASE WARRANT ELICIO THERAPEUTICS, INC.Elicio Therapeutics, Inc. • July 13th, 2021 • Pharmaceutical preparations • Delaware
THIS 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, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the ten (10) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Elicio Therapeutics, Inc., a Delaware corporation (f/k/a Vedantra Pharmaceuticals, Inc.) (the “Company”), up to [ ] shares (the “Warrant Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”).
MASSACHUSETTS INSTITUTE OF TECHNOLOGY AND VEDANTRA PHARMACEUTICALS, INC. EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • June 28th, 2021 • Elicio Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This AGREEMENT (as later defined herein), effective as of the date set forth above the signatures of the parties below (the “EFFECTIVE DATE”), is between the Massachusetts Institute of Technology (“M.I.T.”), a Massachusetts corporation, with a principal office at 77 Massachusetts Avenue, Cambridge, MA 02139-4307 and Vedantra Pharmaceuticals. Inc. (“COMPANY”), a Delaware corporation, with a principal place of business at One Kendall Square, Building 1400 West, Suite 14303, Cambridge, MA 02139.
CONSULTING AGREEMENTConsulting Agreement • June 28th, 2021 • Elicio Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (the “Agreement”) is made effective as of March 13, 2013 (the “Effective Date”), by and between Vedantra Pharmaceuticals Inc., a Delaware corporation, with its principal place of business being One Kendall Square, Building 1400 West, Suite 14303 Cambridge, MA. 02139 (the “Company”) and Danforth Advisors, LLC, a Massachusetts limited liability corporation, with its principal place of business being 91 Middle Road, Southborough, MA 01772 (“Danforth”). The Company and Danforth are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”
VEDANTRA PHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT August 30, 2018Investors’ Rights Agreement • June 28th, 2021 • Elicio Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 30th day of August, 2018, by and among Vedantra Pharmaceuticals, 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,” and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and any Additional Purchasers (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
Vedantra Pharmaceuticals, Inc.] One Kendall SquareElicio Therapeutics, Inc. • June 28th, 2021 • Pharmaceutical preparations • Delaware
