●] American Depositary Shares Stealth BioTherapeutics Corp Representing [●] Ordinary Shares (Par Value $0.0003 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • February 6th, 2019 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 28th, 2018 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , 201 between Stealth BioTherapeutics Corp, an exempted company incorporated under the laws of the Cayman Islands with registered number 165223 (the “Company”), and (“Indemnitee”).
DEPOSIT AGREEMENT by and among STEALTH BIOTHERAPEUTICS CORP and CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of February 20, 2019Deposit Agreement • March 5th, 2019 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT, dated as of February 20, 2019, by and among (i) STEALTH BIOTHERAPEUTICS CORP, an exempted company with limited liability incorporated under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • August 7th, 2020 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • New York
Stealth Biotherapeutics Corp., a Cayman Islands exempted company with registered number 165223 (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 11th, 2021 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”), dated as of February 9, 2021, is between Stealth Biotherapeutics Corp, a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES STEALTH BIOTHERAPEUTICS CORP.Warrant Agreement • April 11th, 2022 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • New York
THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (this “Warrant”) certifies that, for value received, _____________ or its assigns (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 October 13, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October 13, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Stealth BioTherapeutics Corp, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), up to 44,217,588 Ordinary Shares, with a nominal or par value of U.S. $0.0003 per share, of the Company (the “Warrant Shares”), represented by up to 3,684,799 ADSs (such ADSs issuable upon exercise of this Warrant, the “Warrant ADSs”), as subject to adjustment hereunder. The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 11th, 2022 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”), dated as of April 10, 2022, is between Stealth BioTherapeutics Corp, a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
RIVERSIDE CENTER THREE RIVERSIDE CENTER NEWTON, MASSACHUSETTS OFFICE LEASE AGREEMENT BETWEEN HINES GLOBAL REIT RIVERSIDE CENTER, LLC., a Delaware limited liability company (“LANDLORD”) AND STEALTH PEPTIDES INCORPORATED, a Delaware corporation (“TENANT”)Office Lease Agreement • December 28th, 2018 • Stealth BioTherapeutics Corp • Pharmaceutical preparations
without limitation, the cost to construct demountable glass partitions in the Premises in connection with the Initial Alterations. Tenant shall have the right to apply up to $15,000.00 of the Allowance toward furniture, fixtures and equipment and telecommunications and data wiring. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw), shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performs the Initial Alterations, in periodic disbursements within 30 days after receipt of the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; Contractor’s, su
ContractWarrant Agreement • October 4th, 2021 • Stealth BioTherapeutics Corp • Pharmaceutical preparations
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
VENTURE LOAN AND SECURITY AGREEMENT Dated as of September 30, 2021 by and among HORIZON TECHNOLOGY FINANCE CORPORATION, a Delaware corporation, 312 Farmington Avenue Farmington, CT 06032 as a Lender and Collateral Agent POWERSCOURT INVESTMENTS XXV,...Venture Loan and Security Agreement • October 4th, 2021 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • Connecticut
ORDINARY SHARE PURCHASE AGREEMENTOrdinary Share Purchase Agreement • April 11th, 2022 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • Delaware
This ORDINARY SHARE PURCHASE AGREEMENT (“Agreement”) is made as of April 10, 2022 (the “Effective Date”), by and between Stealth BioTherapeutics Corp, a Cayman Islands exempted company (the “Company”), and Morningside Venture (I) Investments Limited (the “Investor”).
THIS WARRANT AND THE ORDINARY SHARES ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANTOrdinary Share Purchase Warrant • August 5th, 2021 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • Massachusetts
STEALTH BIOTHERAPEUTICS CORP, an exempted company incorporated in the Cayman Islands with company number 165223 (the “Company”), for value received, hereby certifies that MORNINGSIDE VENTURE (I) INVESTMENTS LIMITED, a company organized and existing under the laws of the British Virgin Islands, or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (Boston time) on . Ordinary Shares, each with a nominal or par value of US$0.0003, of the Company (“Ordinary Shares”), at a purchase price of $ per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. LICENSE AGREEMENT BETWEEN STEALTH PEPTIDES INTERNATIONAL INC. AND CORNELL UNIVERSITY FOR DOCKET NO. [**]Exclusive License Agreement • December 28th, 2018 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • New York
THIS EXCLUSIVE LICENSE AGREEMENT (“Agreement”) is made effective as of the date last signed below (“Effective Date”) by and between Stealth Peptides International Inc. (“LICENSEE”), a corporation of the Cayman Islands, that has a principal place of business and offices at 2nd Floor, Le Prince de Galles, 3-5 Avenue des Citronniers, Monaco, and Cornell University (“Cornell”) as represented by its Cornell Center for Technology Enterprise and Commercialization (“CCTEC”) at 395 Pine Tree Road, Ithaca, NY. LICENSEE and Cornell are each referred to individually as “Party” and collectively as “Parties.” The Parties hereby agree as follows:
STEALTH BIOTHERAPEUTICS CORP Share Option AgreementShare Option Agreement • January 30th, 2019 • Stealth BioTherapeutics Corp • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of shares, share options or other equity securities.
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 4th, 2019 • Stealth BioTherapeutics Corp • Pharmaceutical preparations
THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Fourth Amendment”), dated as of March 29, 2019 (the “Fourth Amendment Effective Date”), is made among STEALTH BIOTHERAPEUTICS CORP, an exempted company incorporated with limited liability under the laws of the Cayman Islands with registered number 165223 (“Stealth Cayman”), STEALTH BIOTHERAPEUTICS INC., a Delaware corporation (“Stealth Delaware” and, together with Stealth Cayman, hereinafter individually and collectively referred to as “Borrower”), those certain banks and other financial institutions or entities from time to time party to the Loan and Security Agreement (collectively, referred to as “Lender”), and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and Lender (in such capacity, “Agent”).
LIMITED GUARANTEELimited Guarantee • August 1st, 2022 • Stealth BioTherapeutics Corp • Pharmaceutical preparations
Morningside Venture (I) Investments Limited (the “Guarantor”) hereby enters into this Limited Guarantee in favor of Stealth BioTherapeutics Corp, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company” or the “Guaranteed Party”), on this July 31, 2022.
STEALTH BIOTHERAPEUTICS CORP Restricted Share AgreementRestricted Share Agreement • January 30th, 2019 • Stealth BioTherapeutics Corp • Pharmaceutical preparations
This Restricted Share Agreement (this “Agreement”) is made as of the Grant Date set forth below between Stealth BioTherapeutics Corp, an exempted company incorporated under the laws of the Cayman Islands with registered number 165223 (the “Company”), and the Participant named below.
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 1st, 2022 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER, dated as of July 31, 2022 (this “Agreement”), among Stealth Parent Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Stealth Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”), and Stealth BioTherapeutics Corp, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
ContractWarrant Agreement • October 26th, 2018 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • California
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • October 26th, 2018 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • New York
This First Amendment to that certain Exclusive License Agreement, effective as of April 20, 2006 (the “Effective Date”), among Stealth Peptides International Inc. (“LICENSEE”), a corporation of the Cayman Islands, that has a principal place of business and offices at 2nd Floor, Le Prince de Galles, 3-5 Avenue des Citronniers, Monaco, Cornell Research Foundation, Inc. (“CRF”), a nonprofit corporation of the State of New York and wholly owned subsidiary of Cornell University (“Cornell”), having an office at 395 Pine Tree Road, Suite 310, Ithaca, NY 14850, and Institut de Recherches Cliniques de Montreal (“IRCM”), having a principal place of business and offices at 110 ave des Pins Ouest, Montreal, Quebec, Canada H2W 1R7 (the “Exclusive License Agreement”, also known as FOUNDATION Contract No. 2006-11-1691) is effective as of the date last executed below (the “First Amendment Date”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Exclusive Lic
STEALTH BIOTHERAPEUTICS CORP Nonstatutory Option AgreementNonstatutory Option Agreement • December 28th, 2018 • Stealth BioTherapeutics Corp • Pharmaceutical preparations
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 6th, 2020 • Stealth BioTherapeutics Corp • Pharmaceutical preparations
THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Fifth Amendment”), dated as of July 28, 2020 (the “Fifth Amendment Effective Date”), is made among STEALTH BIOTHERAPEUTICS CORP, an exempted company incorporated with limited liability under the laws of the Cayman Islands with registered number 165223 (“Stealth Cayman”), STEALTH BIOTHERAPEUTICS INC., a Delaware corporation (“Stealth Delaware” and, together with Stealth Cayman, hereinafter individually and collectively referred to as “Borrower”), those certain banks and other financial institutions or entities from time to time party to the Loan and Security Agreement (collectively, referred to as “Lender”), and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and Lender (in such capacity, “Agent”).
FIRST AMENDMENT TO LEASELease • February 14th, 2019 • Stealth BioTherapeutics Corp • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made as of January 31, 2019 (the “Execution Date”), by and between HINES GLOBAL REIT RIVERSIDE CENTER LLC, a Delaware limited liability company (the “Landlord”), and STEALTH BIOTHERAPEUTICS INC., a Delaware corporation, formerly known as Stealth Peptides Incorporated (the “Tenant”).
RESTRICTED ADS UNIT AWARD AGREEMENT UNDER THE STEALTH BIOTHERAPEUTICS CORP 2020 ADS INCENTIVE PLANRestricted Ads Unit Award Agreement • April 1st, 2020 • Stealth BioTherapeutics Corp • Pharmaceutical preparations
Pursuant to the Stealth BioTherapeutics Corp 2020 ADS Incentive Plan, as it may have been amended from time to time through the date hereof (the “Plan”), Stealth BioTherapeutics Corp (the “Company”) hereby grants an award of the number of Restricted ADS Units listed above (an “Award”) to the Grantee named above. Each Restricted ADS Unit represents the right to receive one fully paid American Depositary Share (an “ADS”), each representing 12 ordinary shares, of nominal or par value of $0.0003 of the Company, upon the vesting of the Restricted ADS Unit, subject to the terms and conditions set forth herein.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 28th, 2018 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of June 30, 2017 and is entered into by and among Stealth BioTherapeutics Corp, an exempted company incorporated with limited liability under the laws of the Cayman Islands with registered number 165223 (“Stealth Cayman”), Stealth BioTherapeutics Inc., a Delaware corporation (“Stealth Delaware”), and each of their Subsidiaries (other than the MSC) from time to time party hereto (hereinafter collectively referred to as the “Borrower”), HERCULES CAPITAL, INC., formerly known as Hercules Technology Growth Capital, Inc., a Maryland corporation, as lender and any other banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lender (in such capacity, the “Agent”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. LICENSE AGREEMENT BETWEEN STEALTH PEPTIDES INTERNATIONAL INC. AND CORNELL UNIVERSITY FOR DOCKET NO. [**]License Agreement • December 28th, 2018 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • New York
THIS EXCLUSIVE LICENSE AGREEMENT (“Agreement”) is made effective as of the date last signed below (“Effective Date”) by and between Stealth Peptides International Inc. (“LICENSEE”), a corporation of the Cayman Islands, that has a principal place of business and offices at 2nd Floor, Le Prince de Galles, 3-5 Avenue des Citronniers, Monaco, and Cornell University (“Cornell”) as represented by its Cornell Center for Technology Enterprise and Commercialization (“CCTEC”) at 395 Pine Tree Road, Ithaca, NY. LICENSEE and Cornell are each referred to individually as “Party” and collectively as “Parties.” The Parties hereby agree as follows:
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 30th, 2021 • Stealth BioTherapeutics Corp • Pharmaceutical preparations
THIS SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Sixth Amendment”), dated as of April 29, 2021 (the “Sixth Amendment Effective Date”), is made among STEALTH BIOTHERAPEUTICS CORP, an exempted company incorporated with limited liability under the laws of the Cayman Islands with registered number 165223 (“Stealth Cayman”), STEALTH BIOTHERAPEUTICS INC., a Delaware corporation (“Stealth Delaware” and, together with Stealth Cayman, hereinafter individually and collectively referred to as “Borrower”), those certain banks and other financial institutions or entities from time to time party to the Loan and Security Agreement (collectively, referred to as “Lender”), and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and Lender (in such capacity, “Agent”).
STEALTH BIOTHERAPEUTICS CORP Incentive Option AgreementIncentive Option Agreement • October 26th, 2018 • Stealth BioTherapeutics Corp • Pharmaceutical preparations
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 1st, 2022 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • New York
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of July 31, 2022 by and between Stealth BioTherapeutics Corp, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) and certain shareholders of the Company listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
STEALTH BIOTHERAPEUTICS CORP AMENDMENTOrdinary Share Purchase Warrant Amendment • December 28th, 2018 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • Massachusetts
This Amendment (this “Amendment”) is made as of June 13, 2018, by and between Stealth BioTherapeutics Corp, a company incorporated under the laws of the Cayman Islands (the “Company”), and Danforth Advisors, LLC (the “Registered Holder”).
AMENDMENT TO DEVELOPMENT FUNDING AGREEMENTDevelopment Funding Agreement • May 18th, 2021 • Stealth BioTherapeutics Corp • Pharmaceutical preparations
This Amendment to Development Funding Agreement (this “Amendment”), dated as of May 17, 2021 (the “Amendment Effective Date”) is by and between Stealth Bio Therapeutics Corp, a Cayman Islands exempted company with registered number 165223, (“Stealth”) and Morningside Venture (I) Investments Limited (“Morningside”).
THIS WARRANT AND THE ORDINARY SHARES ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANTOrdinary Share Purchase Warrant • April 11th, 2022 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • Massachusetts
STEALTH BIOTHERAPEUTICS CORP, an exempted company incorporated in the Cayman Islands with company number 165223 (the “Company”), for value received, hereby certifies that MORNINGSIDE VENTURE (I) INVESTMENTS LIMITED, a company organized and existing under the laws of the British Virgin Islands, or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after October 13, 2022 and on or before 5:00 p.m. (Boston time) on October 13, 2027. Ordinary Shares, each with a nominal or par value of US$0.0003, of the Company (“Ordinary Shares”), at a purchase price of $0.05224 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 3rd, 2020 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 2, 2020, by and between STEALTH BIOTHERAPEUTICS CORP, a Cayman Islands exempted company with company registration number 165223 (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). 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”).
PURCHASE AGREEMENTPurchase Agreement • June 3rd, 2020 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • Illinois
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of June 2, 2020, by and between STEALTH BIOTHERAPEUTICS CORP., a Cayman Islands exempted company with company registration number 165223 (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
CONSENT TO SUBLEASEConsent to Sublease • April 6th, 2021 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • Massachusetts
THIS CONSENT TO SUBLEASE (this “Consent”) dated as of the 22 day of __Sep___ 2020, by and between BP 140 KENDRICK STREET PROPERTY LLC (as successor to BP 140 Kendrick Street LLC, as successor to Boston Properties Limited Partnership, “Landlord”), PTC INC. (“Tenant”), and STEALTH BIOTHERAPEUTICS INC. (“Subtenant”), is made with reference to the following:
