NEON THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTUREIndenture • July 1st, 2019 • Neon Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
INDENTURE, dated as of [•], among NEON THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE] as trustee (the “Trustee”):
par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • July 1st, 2019 • Neon Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Neon Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
NEON THERAPEUTICS, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • June 15th, 2018 • Neon Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Neon Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley and Merrill Lynch (the “Underwriters”), of shares of common stock (the “Shares”), par value $0.001 per share, of the Company (the “Common Stock”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 15th, 2018 • Neon Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is made by and between Neon Therapeutics, Inc., a Delaware corporation (the “Company”), and (the “Executive”), and is 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”).
NEON THERAPEUTICS, INC. [FORM OF] OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • June 15th, 2018 • Neon Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Neon Therapeutics, Inc., a Delaware corporation (the “Company”), and [Officer] (“Indemnitee”).(1)
NEON THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT DECEMBER 28, 2016Investors’ Rights Agreement • May 31st, 2018 • Neon Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of December 28, 2016, by and among Neon Therapeutics, Inc., a Delaware corporation (the “Company”), and each investor listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
License Agreement by and betweenLicense Agreement • May 31st, 2018 • Neon Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This License Agreement (this “Agreement”) is entered into as of this 13th day of November, 2015 (the “Effective Date”), by and between the Broad Institute, Inc., a non-profit Massachusetts corporation, with a principal office at 415 Main Street, Cambridge, MA 02142 (“Broad”), and Neon Therapeutics, Inc., a Delaware corporation with a principal office at 215 First Street, Cambridge, MA 02142 (“Company”). Company and Broad are each referred to herein as a “Party” and collectively as the “Parties”.
EXECUTIVE RETENTION PACKAGE LETTERExecutive Retention Package • March 2nd, 2020 • Neon Therapeutics, Inc. • Biological products, (no disgnostic substances)
As you know, Neon Therapeutics, Inc. (“Neon”) is offering a retention package to executives who remain with the company after Neon’s recent restructuring. We consider your continued service and dedication to Neon essential to our mission to transform the treatment of cancer. To incent you to remain employed with Neon and to address any concerns about your job security, we are pleased to offer you a retention package, as described in this letter agreement. In addition, we want you to know that Neon presently plans to pay the 2019 annual bonus in February 2020 and that annual merit equity awards, promotions and merit pay increases are all presently planned for early 2020.
FIRST AMENDMENT TO THE LICENSE AGREEMENT (BROAD REFERENCE NO. OLC2015079)License Agreement • March 11th, 2019 • Neon Therapeutics, Inc. • Biological products, (no disgnostic substances)
This First Amendment to the License Agreement (the “Amendment”), effective as of January 16, 2018 (the “Amendment Effective Date”), is between The Broad Institute, Inc. (“Broad”) and Neon Therapeutics, Inc. (“Company”).
SECOND AMENDMENT TO LICENSE AGREEMENT (BROAD REFERENCE NO. OLC2015079)License Agreement • March 11th, 2019 • Neon Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Second Amendment to License Agreement (this “Amendment”), effective as of November 14, 2018 (the “Amendment Effective Date”), is made by and between The Broad Institute, Inc., a non-profit Massachusetts corporation, with a principal office at 415 Main Street, Cambridge, MA 02142 (“Broad”), and Neon Therapeutics, Inc., a Delaware corporation with a principal office at 40 Erie Street, Suite 110, Cambridge, MA 02139 (“Company”). Company and Broad are each referred to herein as a “Party” and collectively as the “Parties.”
FORM OF VOTING AGREEMENTVoting Agreement • January 16th, 2020 • Neon Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS VOTING AGREEMENT (“Agreement”), dated as of January 15, 2020, is made by and between BioNTech SE, a Societas Europaea organized and existing under the laws of Germany (“Parent”), and each of the persons set forth on Schedule A hereto (each, a “Stockholder”). Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of January 15, 2020, and entered into concurrently with the execution and delivery of this Agreement, by and among Neon Therapeutics, Inc., a Delaware corporation (the “Company”), Parent and Endor Lights, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) (as such agreement may be subsequently amended or modified, the “Merger Agreement”).
AGREEMENT AND PLAN OF MERGER by and among: Neon Therapeutics, Inc., a Delaware corporation; BioNTech SE, a Societas Europaea organized and existing under the laws of Germany; and Endor Lights, Inc., a Delaware corporation Dated as of January 15, 2020Merger Agreement • January 16th, 2020 • Neon Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Agreement and Plan of Merger (“Agreement”) is made and entered into as of January 15, 2020, by and among: BioNTech SE, a Societas Europaea organized and existing under the laws of Germany, having its registered office at An der Goldgrube 12, 55131 Mainz, Germany and being registered with the commercial register of the local court of Mainz under HRB 48720 (“Parent”); Endor Lights, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”); and Neon Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
