UNUM THERAPEUTICS INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 201[●] Subordinated Debt SecuritiesIndenture • April 2nd, 2019 • Unum Therapeutics Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [●], 201 , among UNUM THERAPEUTICS INC., a Delaware corporation (the “Company”), and [TRUSTEE] as trustee (the “Trustee”):
•] Shares UNUM THERAPEUTICS INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2018 • Unum Therapeutics, Inc. • Pharmaceutical preparations • New York
COGENT BIOSCIENCES, INC. Shares of Common Stock ($0.001 par value per share) SALES AGREEMENTSales Agreement • February 9th, 2021 • Cogent Biosciences, Inc. • Pharmaceutical preparations • New York
Cogent Biosciences, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Leerink LLC (the “Agent”), as follows:
PURCHASE AGREEMENTPurchase Agreement • March 20th, 2020 • Unum Therapeutics Inc. • Pharmaceutical preparations • Illinois
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of March 19, 2020, by and between UNUM 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.
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 2nd, 2018 • Unum Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 10th day of June, 2015, by and among Unum Therapeutics, 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”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2020 • Unum Therapeutics Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is dated as of July 6, 2020, by and among Unum Therapeutics Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 15th, 2022 • Cogent Biosciences, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of the date of the last signature below (the “Effective Date”) by and between Cogent Biosciences, Inc., a Delaware corporation (the “Company”), and [officer/director] (the “Indemnitee”).
UNUM THERAPEUTICS, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 2nd, 2018 • Unum Therapeutics, Inc. • Pharmaceutical preparations • North Carolina
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of January 19, 2017, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”) and UNUM THERAPEUTICS, INC. (“Borrower”).
UNUM THERAPEUTICS INC. FORM OF OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • March 19th, 2018 • Unum Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ], 2018 by and between Unum Therapeutics Inc. a Delaware corporation (the “Company”), and (“Indemnitee”).1
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 20th, 2020 • Unum Therapeutics Inc. • Pharmaceutical preparations • Illinois
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 19, 2020, is entered into by and between UNUM THERAPEUTICS INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). 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”).
UNUM THERAPEUTICS INC. COMMON STOCK SALES AGREEMENTCommon Stock • April 2nd, 2019 • Unum Therapeutics Inc. • Pharmaceutical preparations • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 27th, 2021 • Cogent Biosciences, Inc. • Pharmaceutical preparations • Massachusetts
This Amended and Restated Employment Agreement (“Agreement”) is made between Cogent Biosciences, Inc., a Delaware corporation (the “Company”), and John L. Green (the “Executive”) as of December 24, 2021 (the “Effective Date”).
UNUM THERAPEUTICS INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTForm of Director Indemnification Agreement • March 19th, 2018 • Unum Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ], 2018 by and between Unum Therapeutics Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 6th, 2020 • Unum Therapeutics Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made between Unum Therapeutics Inc., a Delaware corporation (the “Company”) and John L. Green (the “Executive”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 26th, 2024 • Cogent Biosciences, Inc. • Pharmaceutical preparations • Colorado
This Amended and Restated Employment Agreement (“Agreement”) is made between Cogent Biosciences, Inc., a Delaware corporation (the “Company”), and John Robinson, PhD (the “Executive”) as of December 20, 2021 (the “Effective Date”).
COGENT BIOSCIENCES, INC. 12,500,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 8th, 2023 • Cogent Biosciences, Inc. • Pharmaceutical preparations • New York
Cogent Biosciences, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC, Jefferies LLC, Piper Sandler & Co. and Guggenheim Securities, LLC are acting as representatives (the “Representatives”), 12,500,000 shares of its common stock, par value $0.001 per share (the “Firm Shares”). The Company also proposes to issue and sell to the Underwriters not more than an additional 1,875,000 shares of its common stock, par value $0.001 per share (the “Additional Shares”), if and to the extent that the Representatives shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock, par value $0.001 per share, of the Company to be outstanding a
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • August 10th, 2020 • Unum Therapeutics Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of August 6, 2020, is entered into by and among Unum Therapeutics Inc., a Delaware corporation (the “Company”) and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively, as “Rights Agent”).
PEARL EAST LEASECogent Biosciences, Inc. • July 9th, 2021 • Pharmaceutical preparations • Colorado
This Lease (the “Lease”), dated as of the Execution Date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between BCSP PEARL EAST PROPERTY LLC, a Delaware limited liability company (“Landlord”), and COGENT BIOSCIENCES, INC., a Delaware corporation (“Tenant”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 14th, 2024 • Cogent Biosciences, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of February 13, 2024, by and among COGENT BIOSCIENCES, INC., a Delaware corporation (the “Company”), and each purchaser identified on Annex A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 11th, 2020 • Unum Therapeutics Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made between Unum Therapeutics Inc., a Delaware corporation (the “Company”), and Seth Ettenberg, Ph.D. (the “Executive”) and is made effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”).
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933,...Collaboration Agreement • March 2nd, 2018 • Unum Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS COLLABORATION AGREEMENT (the “Agreement”) is entered into as of June 7, 2015 (the “Effective Date”) by and between UNUM THERAPEUTICS, INC., a Delaware corporation having its principal place of business at One Broadway 4th Floor, Cambridge, MA 02142 (“Unum”), and SEATTLE GENETICS, INC., a Delaware corporation having a principal office at 21823 30th Drive SE, Bothell, WA 98021 (“SGI”). Unum and SGI are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 6th, 2020 • Unum Therapeutics Inc. • Pharmaceutical preparations
This Amendment to Employment Agreement (this “Amendment”) is entered into and effective as of July 6, 2020, by and between Unum Therapeutics Inc., a Delaware corporation (the “Company”) and Jessica Sachs (the “Executive”)
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 26th, 2024 • Cogent Biosciences, Inc. • Pharmaceutical preparations • Massachusetts
This Amended and Restated Employment Agreement (“Agreement”) is made between Cogent Biosciences, Inc., a Delaware corporation (the “Company”), and Evan D. Kearns (the “Executive”) as of December 20, 2021 (the “Effective Date”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2024 • Cogent Biosciences, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is dated as of February 13, 2024, by and among Cogent Biosciences, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 6th, 2020 • Unum Therapeutics Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 6, 2020, by and among Unum Therapeutics Inc., a Delaware corporation (the “Company”), and each purchaser identified on Annex A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
FIRST AMENDMENT TO LEASELease • May 10th, 2022 • Cogent Biosciences, Inc. • Pharmaceutical preparations • Colorado
This First Amendment to Lease (this “First Amendment”) is made as of March 29, 2022 by and between BCSP PEAL EAST PROPERTY LLC, a Delaware limited liability company with an address c/o Beacon Capital Partners, LLC, 200 State Street, Fifth Floor, Boston, MA 02110 (“Landlord”), and COGENT BIOSCIENCES, INC., a Delaware corporation with an address of 4840 Pearl East Circle, Suite 100, Boulder, Colorado 80301 (“Tenant”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 19th, 2018 • Unum Therapeutics, Inc. • Pharmaceutical preparations
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March [ ], 2018 (the “Effective Date”), by and between Unum Therapeutics Inc., a Delaware corporation (the “Company”), and Seattle Genetics, Inc., a Delaware corporation (“Purchaser”).
CONSULTING AGREEMENTConsulting Agreement • November 12th, 2019 • Unum Therapeutics Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (“Agreement”) is made between Unum Therapeutics Inc., a Delaware corporation (the “Company”), and Michael Vasconcelles, M.D. (the “Consultant,” and, together, with the Company, the “Parties”).
March 21, 2024 Cogent Biosciences, Inc. Waltham, MA 02451 Attention: Evan Kearns Re: 3(a)(9) Exchange Agreement Ladies and Gentlemen:Letter Agreement • March 22nd, 2024 • Cogent Biosciences, Inc. • Pharmaceutical preparations
This letter agreement (the “Agreement”) confirms the agreement of Cogent Biosciences, Inc. (the “Company”), and the holder of the common stock, par value $0.001 per share, of the Company (the “Common Stock”) listed on Schedule I attached hereto (the “Stockholder”), pursuant to which the Stockholder has agreed to exchange [•] shares (the “Common Shares”) of Common Stock, beneficially owned or owned of record, as applicable, by the Stockholder, in consideration for a total of [•] shares of Series B Non-Voting Convertible Preferred Stock, par value $0.001 per share, of the Company (the “Preferred Shares”), which shall have the rights, preferences and privileges set forth in the Certificate of Designations of Preferences, Rights and Limitations of the Series B Non-Voting Convertible Preferred Stock attached hereto as Exhibit A (the “Initial COD”), as amended by the Certificate of Amendment of the COD attached hereto as Exhibit B (the “COD Amendment,” and the Initial COD as amended by the C
EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 2019 • Unum Therapeutics Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made between Unum Therapeutics Inc., a Delaware corporation (the “Company”) and Matthew Osborne (the “Executive”).
INDUCEMENT RESTRICTED STOCK UNIT AWARD AGREEMENTInducement Restricted Stock Unit Award Agreement • August 6th, 2024 • Cogent Biosciences, Inc. • Pharmaceutical preparations
Pursuant to this Inducement Restricted Stock Unit Award Agreement (the “Agreement”), Cogent Biosciences, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the “Stock”) of the Company. This Award has been granted as an inducement pursuant to Listing Rule 5635(c)(4) of the corporate governance rules of Nasdaq Stock Market. This Award is granted outside of the Company’s Amended and Restated 2018 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), but shall be subject to terms and conditions substantially identical to the terms and conditions set forth in the Plan as if the award were an award of restricted stock units granted under the Plan. Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Plan.
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 5th, 2019 • Unum Therapeutics Inc. • Pharmaceutical preparations
This Fourth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of July 31, 2019, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and UNUM THERAPEUTICS INC. (“Borrower”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2019 • Unum Therapeutics Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made between Unum Therapeutics Inc., a Delaware corporation (the “Company”) and Jessica Sachs (the “Executive”).
UNUM THERAPEUTICS, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 19th, 2018 • Unum Therapeutics, Inc. • Pharmaceutical preparations • North Carolina
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of January 19, 2017, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”) and UNUM THERAPEUTICS, INC. (“Borrower”).
ANNEX C LICENSE AGREEMENT by and between Plexxikon Inc. and KIQ LLC dated as of May 27, 2020License Agreement • October 6th, 2020 • Cogent Biosciences, Inc. • Pharmaceutical preparations • New York
This LICENSE AGREEMENT (this “Agreement”) is entered into as of May 27, 2020 (the “Effective Date”) between Plexxikon Inc., a California corporation with an address of 91 Bolivar Drive, Berkeley, CA 94710 (“Plexxikon”), and KIQ LLC, a Delaware limited liability company with an address of 2001 Market Street, Suite 2500, Philadelphia, PA 19103 (“Licensee”). Plexxikon and Licensee are each referred to herein by name or as a “Party” or, collectively, as the “Parties”.
