DECIPHERA PHARMACEUTICALS, INC. 6,944,445 shares of common stock, par value $0.01 per share Underwriting AgreementDeciphera Pharmaceuticals, Inc. • January 20th, 2023 • Pharmaceutical preparations • New York
Deciphera Pharmaceuticals, 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 representatives (the “Representatives”), an aggregate of 6,944,445 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,041,666 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”.
OPEN MARKET SALE AGREEMENTSMDeciphera Pharmaceuticals, Inc. • August 9th, 2023 • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 4th, 2019 • Deciphera Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (the “Agreement”) is made by and between Steven Hoerter (the “Executive”) and Deciphera Pharmaceuticals, LLC, a Delaware limited liability company (the “Company”). The Executive and the Company are collectively referred to as the “Parties”. This Agreement supersedes, amends and restates in all respects all prior discussions and agreements between the Executive and the Company regarding the subject matter herein, including without limitation any offer letter, employment agreement or severance agreement.
DECIPHERA PHARMACEUTICALS, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • September 22nd, 2017 • Deciphera Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is made as of by and between Deciphera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
DECIPHERA PHARMACEUTICALS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • September 22nd, 2017 • Deciphera Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is made as of by and between Deciphera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2019 • Deciphera Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (the “Agreement”) is made as of the 17th day of August, 2018, by and between Daniel C. Martin (the “Executive”) and Deciphera Pharmaceuticals, Inc., a Delaware corporation (the “Company”; the Executive and the Company are collectively referred to as the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 9th, 2021 • Deciphera Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (the “Agreement”) is made as of the 13th day of October, 2017, by and between Daniel L. Flynn, Ph.D. (the “Executive”) and Deciphera Pharmaceuticals, LLC, a Delaware limited liability company (the “Company”; the Executive and the Company are collectively referred to as the “Parties”). This Agreement shall be effective as of the closing of the first underwritten public offering of the equity securities of Deciphera Pharmaceuticals, Inc. (“Parent”) pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”).
DECIPHERA PHARMACEUTICALS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2017 • Deciphera Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the 27th day of September, 2017, by and among Deciphera 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”. Capitalized terms used herein without definition shall, unless otherwise indicated, have the meaning specified in the Company’s Certificate of Incorporation, as may be amended or restated from time to time.
DECIPHERA PHARMACEUTICALS, LLC SECOND AMENDED & RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 11th, 2017 • Deciphera Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 26th day of May, 2017, by and among Deciphera Pharmaceuticals, LLC, a Delaware limited liability company (the “Company”) and the successor in interest to Deciphera Pharmaceuticals, LLC, a Kansas limited liability company, each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”. Reference is hereby made to the Company’s Third Amended and Restated Operating Agreement, dated as of even date herewith, by and among the parties named therein, as such agreement may be amended from time to time (the “Operating Agreement”).
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER DECIPHERA PHARMACEUTICALS, INC.Non-Qualified Stock Option Agreement • February 8th, 2022 • Deciphera Pharmaceuticals, Inc. • Pharmaceutical preparations
Pursuant to the Deciphera Pharmaceuticals, Inc. 2022 Inducement Plan as amended through the date hereof (the “Plan”), Deciphera Pharmaceuticals, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option has been granted as an inducement pursuant to Rule 5635(c)(4) of the Marketplace Rules of NASDAQ Stock Market, Inc. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2020 • Deciphera Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (the “Agreement”) is made by and between Matthew L. Sherman (the “Executive”) and Deciphera Pharmaceuticals, LLC, a Delaware limited liability company (the “Company”). The Executive and the Company are collectively referred to as the “Parties”. This Agreement supersedes, amends and restates in all respects all prior discussions and agreements between the Executive and the Company regarding the subject matter herein, including without limitation any offer letter, employment agreement or severance agreement.
REORGANIZATION AGREEMENT AND PLAN OF MERGERReorganization Agreement and Plan of Merger • November 14th, 2017 • Deciphera Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS REORGANIZATION AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 26, 2017, by and among Deciphera Pharmaceuticals, LLC, a Delaware limited liability company (the “Company”), Deciphera Pharmaceuticals, Inc., a Delaware corporation (the “Parent”), DP Mergersub, LLC, a Delaware limited liability company and a wholly owned Subsidiary of the Parent (“Merger Sub”), the members of the Company (the “Members”), including the Blockers, and the parties set forth on Exhibit E (the “Blocker Holders”). The Company, Parent, Merger Sub, Members, Blockers and Blocker Holders are sometimes collectively referred to herein as the “Parties” and individually as a “Party” and the Members, Blockers, and Blocker Holders are collectively referred to herein as the “Holders.” Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in Section 8.
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER DECIPHERA PHARMACEUTICALS, INC.Restricted Stock Unit Award Agreement • February 8th, 2022 • Deciphera Pharmaceuticals, Inc. • Pharmaceutical preparations
Pursuant to the Deciphera Pharmaceuticals, Inc. 2022 Inducement Plan as amended through the date hereof (the “Plan”), Deciphera Pharmaceuticals, 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 $0.01 per share (the “Stock”) of the Company. This Award has been granted as an inducement pursuant to Rule 5635(c)(4) of the Marketplace Rules of NASDAQ Stock Market, Inc.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • February 9th, 2021 • Deciphera Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 (“Amendment 1”) is made effective as of June 10, 2020 (“Amendment 1 Effective Date”) by and between Deciphera Pharmaceuticals, LLC with offices located at 200 Smith Street, Waltham, MA 02451 (“Company”) and Daniel L. Flynn, Ph.D. ("Executive”).
August 1, 2023 BY DOCUSIGN Daniel L. Flynn, Ph.D. Re: Transition Agreement Dear Dan:Consulting Agreement • October 30th, 2023 • Deciphera Pharmaceuticals, Inc. • Pharmaceutical preparations • Kansas
This letter is the agreement between you and the Company concerning your transition to your voluntary retirement (the “Transition Agreement”). Attached as Exhibit A is the form of the Consulting Agreement between you and the Company (the “Consulting Agreement” and, together with the “Transition Agreement”). Your rights and obligations under each of the Agreements are contingent on your execution of both Agreements.
PIPER JAFFRAY & CO. DECIPHERA PHARMACEUTICALS, INC. DECIPHERA PHARMACEUTICALS, LLC [●] Shares of common stock, par value $0.01 per share Underwriting AgreementDeciphera Pharmaceuticals, Inc. • September 22nd, 2017 • Pharmaceutical preparations • New York
Deciphera Pharmaceuticals, 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 representatives (the “Representatives”), an aggregate of [●] shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [●] 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”.
CERTAIN INFORMATION IDENTIFIED BY BRACKETED ASTERISKS ([* * *]) HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. LICENSE AGREEMENTLicense Agreement • August 2nd, 2019 • Deciphera Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”) is made as of June 10, 2019 (the “Effective Date”), by and between Deciphera Pharmaceuticals, LLC a limited liability company organized and existing under the laws of Delaware, U.S.A., located at 500 Totten Pond Rd, Waltham, MA 02451, U.S.A., (“Deciphera”), and Zai Lab (Shanghai) Co., Ltd., an exempted company organized and existing under the laws of P.R. of China, located at 4F, Bldg 1, Jinchuang Plaza, 4560 Jinke Rd, Shanghai, China, 201210 (“Zai”). Deciphera and Zai are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
FORM OF INCENTIVE STOCK OPTION AGREEMENT UNDER THE DECIPHERA PHARMACEUTICALS, INC.Incentive Stock Option Agreement • February 9th, 2021 • Deciphera Pharmaceuticals, Inc. • Pharmaceutical preparations
Pursuant to the Deciphera Pharmaceuticals, Inc. 2017 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Deciphera Pharmaceuticals, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
SECOND AMENDMENT TO LEASELease • March 14th, 2019 • Deciphera Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
THIS SECOND AMENDMENT TO LEASE (this “Second Amendment”) is made this 17th day of December, 2018 (the “Effective Date”), by and between 200 SMITH NWALP PROPERTY OWNER LLC, a Delaware limited liability company (the “Landlord”) and DECIPHERA PHARMACEUTICALS, INC., a Delaware corporation (the “Tenant”).
THIRD AMENDMENT TO LEASELease • May 3rd, 2019 • Deciphera Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”) is made this 29th day of April, 2019 (the “Effective Date”), by and between 200 SMITH NWALP PROPERTY OWNER LLC, a Delaware limited liability company (the “Landlord”) and DECIPHERA PHARMACEUTICALS, INC., a Delaware corporation (the “Tenant”).
Deciphera Pharmaceuticals, LLC Employee Confidentiality, Assignment and Noncompetition AgreementNoncompetition Agreement • March 4th, 2019 • Deciphera Pharmaceuticals, Inc. • Pharmaceutical preparations
In consideration and as a condition of the commencement of my employment by Deciphera Pharmaceuticals, LLC (including its subsidiaries and other affiliates and its and their successors and assigns, the “Company”), I enter into this Employee Confidentiality, Assignment and Noncompetition Agreement (the “Agreement”) and agree as follows:
FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-U.S. OPTIONEES UNDER DECIPHERA PHARMACEUTICALS, INC.Qualified Stock Option Agreement • February 9th, 2021 • Deciphera Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Pursuant to the Deciphera Pharmaceuticals, Inc. 2017 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Deciphera Pharmaceuticals, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein this Non-Qualified Stock Option Agreement for Non-U.S. Optionees, including the additional terms and conditions for certain countries, as set forth in the appendix attached hereto (the “Appendix” and, together, the “Agreement”) and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the U.S. Internal Revenue Code of 1986, as amended.
FIRST AMENDMENT TO LEASELease • March 14th, 2019 • Deciphera Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made this 26th day of October, 2018 (the “Effective Date”), by and between 200 SMITH NWALP PROPERTY OWNER LLC, a Delaware limited liability company (the “Landlord”) and DECIPHERA PHARMACEUTICALS, INC., a Delaware corporation (the “Tenant”).
FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-U.S. GRANTEES UNDER DECIPHERA PHARMACEUTICALS, INC.Restricted Stock Unit Award Agreement • February 9th, 2021 • Deciphera Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Pursuant to the Deciphera Pharmaceuticals, Inc. 2017 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Deciphera Pharmaceuticals, 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 $0.01 per share (the “Stock”) of the Company pursuant to this Restricted Stock Unit Award Agreement for Non-U.S. Grantees, including the additional terms and conditions for certain countries, as set forth in the appendix attached hereto (the “Appendix” and, together, the “Agreement”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • February 9th, 2021 • Deciphera Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 (“Amendment 1”) is made effective as of June 10, 2020 (“Amendment 1 Effective Date”) by and between Deciphera Pharmaceuticals, LLC with offices located at 200 Smith Street, Waltham, MA 02451 (“Company”) and Thomas P. Kelly ("Executive”).
LEASE BETWEEN DECIPHERA PHARMACEUTICALS, INC., AS TENANT AND 200 SMITH NWALP PROPERTY OWNER LLC, AS LANDLORD 200 Smith Street Waltham, MassachusettsLease • May 31st, 2018 • Deciphera Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS LEASE is dated as of May 29, 2018 (the “Effective Date”) between the Landlord and the Tenant named below, and is of space in the Building described below.
EMPLOYMENT AGREEMENTEmployment Agreement • February 9th, 2021 • Deciphera Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
2018, by and between Stephen Ruddy (the "Executive") and Deciphera Pharmaceuticals, LLC, a Delaware limited liability company (the "Company": the Executive and the Company are collectively referred to as the "Parties").
SUPPLY AGREEMENTSupply Agreement • August 4th, 2020 • Deciphera Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS SUPPLY AGREEMENT (the “Agreement”) dated as of February 28, 2020 (the “Effective Date”), is by and between Deciphera Pharmaceuticals, LLC, a limited liability company organized under the laws of Delaware, with places of business including executive offices at 200 Smith Street, Waltham, Massachusetts 02451, and research offices at 643 Massachusetts Street, Suite 200, Lawrence, Kansas 66044 (“BUYER”), and Cambrex [***], a corporation organized under the laws of the [***] (“SUPPLIER”).
CONSULTING AGREEMENTConsulting Agreement • October 30th, 2023 • Deciphera Pharmaceuticals, Inc. • Pharmaceutical preparations • Kansas
THIS CONSULTING AGREEMENT (together with the attached Business Terms Exhibit, the “Agreement”), is made as of January 1, 2024 (the “Effective Date”) by and between Deciphera Pharmaceuticals, LLC, a Delaware limited liability company with a principal business address at 200 Smith Street, Waltham, MA 02451 (“Deciphera”), and Daniel L. Flynn (“Consultant”). Deciphera desires to have the benefit of Consultant’s knowledge and experience, and Consultant desires to provide services to Deciphera, all as provided in this Agreement. Deciphera and Consultant are referred to herein collectively as the “Parties” and individually as a “Party”.
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Letter Agreement • May 5th, 2020 • Deciphera Pharmaceuticals, Inc. • Pharmaceutical preparations
This letter agreement (this “Letter Agreement”) is made as of January 17th, 2020 (the “Effective Date”), by and between Deciphera Pharmaceuticals, LLC a limited liability company organized and existing under the laws of Delaware, U.S.A., located at 200 Smith Street, Waltham, MA 02451, U.S.A., (“Deciphera”), and Zai Lab (Shanghai) Co., Ltd., an exempted company organized and existing under the laws of P.R. of China, located at 4F, Bldg 1, Jinchuang Plaza, 4560 Jinke Rd, Shanghai, China, 201210 (“Zai”) in connection with that certain License Agreement entered by and between Deciphera and Zai, dated as of June 10, 2019 (the “License Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the License Agreement. The purpose of this Letter Agreement is to clarify several operational matters contemplated by the License Agreement. In connection therewith, the undersigned hereby agrees and acknowledges as follows:
FORM OF PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER Deciphera Pharmaceuticals, Inc. 2017 STOCK OPTION AND INCENTIVE PLANBased Restricted Stock Unit Award Agreement for Company Employees • May 3rd, 2023 • Deciphera Pharmaceuticals, Inc. • Pharmaceutical preparations
Pursuant to the Deciphera Pharmaceuticals, Inc. 2017 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Deciphera Pharmaceuticals, Inc. (the “Company”) hereby grants an award of the number of Performance-Based Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Performance-Based Restricted Stock Unit shall relate to one share of Common Stock, par value $0.01 per share (the “Stock”) of the Company.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • August 4th, 2020 • Deciphera Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 (“Amendment 1”) is made effective as of June 10, 2020 (“Amendment 1 Effective Date”) by and between Deciphera Pharmaceuticals, LLC with offices located at 200 Smith Street, Waltham, MA 02451 (“Company”) and Thomas P. Kelly ("Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 7th, 2024 • Deciphera Pharmaceuticals, Inc. • Pharmaceutical preparations
This Employment Agreement (the “Agreement”) is made by and between Dashyant Dhanak (the “Executive”) and Deciphera Pharmaceuticals, LLC, a Delaware limited liability company (the “Company”). The Executive and the Company are collectively referred to as the “Parties”. This Agreement supersedes, amends and restates in all respects all prior discussions and agreements between the Executive and the Company regarding the subject matter herein, including without limitation any offer letter, employment agreement or severance agreement.
COMMERCIAL MANUFACTURING SERVICES AND SUPPLY AGREEMENTManufacturing Services and Supply Agreement • August 4th, 2020 • Deciphera Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Commercial Manufacturing Services and Supply Agreement (the “Agreement”) is made and entered into as of April 3rd, 2019 (“Effective Date”), by and between Deciphera Pharmaceuticals, LLC, having an address at 500 Totten Pond Road, 6th Floor, Waltham, Massachusetts 02451 (“Customer”), and [***] (“Lonza”). Each of Lonza and Customer may be referred to individually as a “Party,” and Lonza and Customer may be referred to collectively as the “Parties.”
FORM OF PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-U.S. GRANTEES UNDER DECIPHERA PHARMACEUTICALS, INC.Award Agreement • May 3rd, 2023 • Deciphera Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Pursuant to the Deciphera Pharmaceuticals, Inc. 2017 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Deciphera Pharmaceuticals, Inc. (the “Company”) hereby grants an award of the number of Performance-Based Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Performance-Based Restricted Stock Unit shall relate to one share of Common Stock, par value $0.01 per share (the “Stock”) of the Company pursuant to this Performance-Based Restricted Stock Unit Award Agreement for Non-U.S. Grantees, including the additional terms and conditions for certain countries, as set forth in the appendix attached hereto (the “Appendix” and, together, the “Agreement”).
