Frequency Therapeutics, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • September 23rd, 2019 • Frequency Therapeutics, Inc. • Pharmaceutical preparations • New York
Frequency Therapeutics, 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 $0.001 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 the Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
FREQUENCY THERAPEUTICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 23rd, 2019 • Frequency Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ______________, 20[__] between Frequency Therapeutics, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 15th, 2020 • Frequency Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 11, 2020 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and FREQUENCY THERAPEUTICS, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2024 • Korro Bio, Inc. • Pharmaceutical preparations • Delaware
This Employment Agreement (“Agreement”) is made between Korro Bio, Inc., a Delaware corporation (“Parent”, and together with its subsidiaries, including Korro Bio Ops, Inc., the “Company”), and Olukemi A. Olugemo, having an address at 10 Indian Rock Road, Wayland, MA 01778 (“Kemi Olugemo”) (the “Executive”) and is effective as of May 13, 2024 (the “Effective Date”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 18th, 2024 • Korro Bio, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 17, 2024, among Korro Bio, Inc., (the “Company”), a Delaware corporation, and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and. collectively, the “Purchasers”).
LEASE AGREEMENTLease Agreement • September 1st, 2023 • Frequency Therapeutics, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made as of this 10 day of August, 2020, between ARE-MA REGION NO. 59, LLC, a Delaware limited liability company (“Landlord”), and KORRO BIO, INC., a Delaware corporation (“Tenant”).
KORRO BIO, INC. AMENDED AND RESTATED FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • November 6th, 2023 • Frequency Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________________ by and between Korro Bio, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
KORRO BIO, INC. AMENDED AND RESTATED FORM OF OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • November 6th, 2023 • Frequency Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________________ by and between Korro Bio, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2023 • Frequency Therapeutics, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 14, 2023, among Korro Bio, Inc., a Delaware corporation, Frequency Therapeutics, Inc. (“Frequency”), a Delaware corporation, and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and. collectively, the “Purchasers”).
FREQUENCY THERAPEUTICS, INC. COMMON STOCK EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • December 10th, 2021 • Frequency Therapeutics, Inc. • Pharmaceutical preparations • New York
Frequency Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Oppenheimer & Co. Inc., as follows:
Re: Employment AgreementEmployment Agreement • September 1st, 2023 • Frequency Therapeutics, Inc. • Pharmaceutical preparations
On behalf of Korro Bio, Inc. (the “Company”), I am pleased to offer you the position of the Company’s Chief Executive Officer (“CEO”). The terms of your employment are set forth below in this Employment Agreement (the “Agreement”).
KORRO BIO, INC. SUPPORT AGREEMENTSupport Agreement • July 14th, 2023 • Frequency Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”), dated as of July 14, 2023 is made by and among Frequency Therapeutics, Inc., a Delaware corporation (“Frequency”), Korro Bio, Inc., a Delaware corporation (the “Company”), and the undersigned holders (each a “Stockholder”) of shares of capital stock (the “Shares”) of the Company.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 21st, 2020 • Frequency Therapeutics, Inc. • Pharmaceutical preparations • New York
LOCK-UP AGREEMENTLock-Up Agreement • November 6th, 2023 • Frequency Therapeutics, Inc. • Pharmaceutical preparations
The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Frequency Therapeutics, Inc., a Delaware corporation (“Frequency”), has entered into an Agreement and Plan of Merger, dated as of July 14, 2023 (as the same may be amended from time to time, the “Merger Agreement”) with Frequency Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Frequency, and Korro Bio, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 1st, 2023 • Frequency Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of November 8, 2021, by and among Korro Bio, Inc., a Delaware corporation (the “Company”), and the Investors (as defined in Section 1 below).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 6th, 2023 • Frequency Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Subscription Agreement (this “Agreement”) is made and entered into as of July 14, 2023 (the “Effective Date”) by and among Korro Bio, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on the signature pages hereto, severally and not jointly (each a “Purchaser” and together the “Purchasers”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 8 hereof.
TECHNOLOGY INCUBATION PROGRAM (TIP) 5th AMENDED LEASE AGREEMENTLease Agreement • September 23rd, 2019 • Frequency Therapeutics, Inc. • Pharmaceutical preparations • Connecticut
This Lease is made and entered into by and between the UNIVERSITY OF CONNECTICUT (hereinafter “UNIVERSITY”), a constituent unit of the State of Connecticut System of Higher Education, acting herein by its Vice President for Research pursuant to the provisions of Conn. Gen. Stat. § 4b-38, as revised, and Frequency Therapeutic, Inc., (hereinafter “COMPANY”) organized and existing under the laws of the Commonwealth of Massachusetts and having its principal address of 300 Technology Square, 8th Floor, Cambridge, MA 01239, and acting herein by David Lucchino, its Chief executive Officer, duly authorized.
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 22nd, 2019 • Frequency Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 17th day of July, 2019, by and among Frequency 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”.
EMPLOYMENT AGREEMENTEmployment Agreement • September 23rd, 2019 • Frequency Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is entered into as of September 19, 2019 by and between Frequency Therapeutics, Inc. (the “Company”), a Delaware corporation, and Carl LeBel (“Executive”) and will become effective, if at all, upon the date of closing of the Company’s initial public offering of stock pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the “Effective Date”).
CONTINGENT VALUE RIGHTS AGREEMENT BETWEEN FREQUENCY THERAPEUTICS, INC. and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC., collectively, as Rights Agent Dated as of November 3, 2023Contingent Value Rights Agreement • November 6th, 2023 • Frequency Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of November 3, 2023, is entered into by and between Frequency Therapeutics, Inc., a Delaware corporation (“Frequency”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a national banking association, collectively, as initial Rights Agent (as defined herein).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 21st, 2020 • Frequency Therapeutics, Inc. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 17, 2020, by and among Frequency Therapeutics, Inc., a Delaware corporation, with headquarters located at 19 Presidential Way, 2nd Floor, Woburn, MA 01801 (the “Company”), and the investors listed on the Schedule A attached hereto (individually, a “Buyer” and together, the “Buyers”).
SECOND AMENDMENT TO LEASELease Agreement • March 26th, 2024 • Korro Bio, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE (this “Second Amendment”) is made as of August 2022, by and between ARE-MA REGION NO. 59, LLC, a Delaware limited liability company (“Landlord”), and KORRO BIO, INC., a Delaware corporation (“Tenant”).
AGREEMENT AND PLAN OF MERGER by and among: FREQUENCY THERAPEUTICS, INC.; FREQUENCY MERGER SUB, INC.; and KORRO BIO, INC. Dated as of JULY 14, 2023Merger Agreement • July 14th, 2023 • Frequency Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 14, 2023, by and among FREQUENCY THERAPEUTICS, INC., a Delaware corporation (“Frequency”), FREQUENCY MERGER SUB INC., a Delaware corporation and wholly owned subsidiary of Frequency (“Merger Sub”), and KORRO BIO, INC., a Delaware corporation (“Korro”). Certain capitalized terms used in this Agreement are defined in Section 1.1.
LEASE AGREEMENTLease Agreement • September 6th, 2019 • Frequency Therapeutics, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 24th day of August, 2016, between ARE-MA REGION NO. 20, LLC, a Delaware limited liability company (“Landlord”), and FREQUENCY THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
KORRO BIO, INC. SALES AGREEMENTSales Agreement • December 2nd, 2024 • Korro Bio, Inc. • Pharmaceutical preparations • New York
THIRD AMENDMENT TO LEASELease Agreement • March 26th, 2024 • Korro Bio, Inc. • Pharmaceutical preparations
THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”) is made as of October 20, 2023, by and between ARE-MA REGION NO. 59, LLC, a Delaware limited liability company (“Landlord”), and KORRO BIO, INC., a Delaware corporation (“Tenant”).
Woburn, MA 01801Employment Agreement • May 4th, 2022 • Frequency Therapeutics, Inc. • Pharmaceutical preparations
On behalf of us at Frequency Therapeutics, Inc. (the “Company”), I am pleased to offer you (“you” or “Executive”) full-time employment, subject to the terms and conditions of this letter agreement (this “Agreement”). If you accept the terms of this Agreement, we expect that your employment with the Company will commence no later than February 1, 2020 (the “Effective Date”) initially in the Company’s Woburn, MA offices. You will be employed as Chief Manufacturing Officer, reporting to David Lucchino, Chief Executive Officer.
LICENSE AND COLLABORATION AGREEMENT BY AND BETWEEN FREQUENCY THERAPEUTICS, INC. AND ASTELLAS PHARMA INC.License and Collaboration Agreement • September 6th, 2019 • Frequency Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AND COLLABORATION AGREEMENT (this “Agreement”) is made and entered into as of July 16, 2019 (“Effective Date”) between Frequency Therapeutics, Inc., a corporation organized and existing under the laws of Delaware, with a principal place of business at 19 Presidential Way, Woburn, MA 01801(“Frequency”), and Astellas Pharma Inc., a corporation organized and existing under the laws of Japan, with a principal place of business at 5-1, Nihonbashi-Honcho 2-chome, Chuo-ku, Tokyo 103-8411 (“Astellas”).
NON-EXCLUSIVE PATENT LICENSE AGREEMENT MEE Agreement No: [***] MEE Case Nos: [***]Non-Exclusive Patent License Agreement • September 6th, 2019 • Frequency Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Non-Exclusive Patent License Agreement (“Agreement”) is made as of the 7th day of February, 2019 (“Effective Date”), by and between Frequency Therapeutics, Inc., a Delaware corporation, having a principal place of business at 19 Presidential Way, Woburn, MA 01801 (“Company”) and Massachusetts Eye and Ear Infirmary, a not-for-profit Massachusetts corporation, with a principal place of business at 243 Charles Street, Boston, Massachusetts 02114 (“Hospital”), each referred to herein individually as a “Party” and collectively as the “Parties”.
SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 23rd, 2019 • Frequency Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Second Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into as of September 20, 2019, by and between Frequency Therapeutics, Inc., a Delaware corporation (“Frequency” or the “Company”), and David Lucchino (“Mr. Lucchino” or the “Executive”) (each a “Party” and collectively, the “Parties”).
July 28, 2023 Christopher Loose Dear Chris,Separation Agreement • July 31st, 2023 • Frequency Therapeutics, Inc. • Pharmaceutical preparations
This letter confirms the agreement between Frequency Therapeutics, Inc. (the “Company”) and you regarding the terms of your separation from the Company (the “Agreement”). Your employment with the Company will end on July 28, 2023 (the “Separation Date”).
February 14, 2023 Wendy S. Arnold [REDACTED] Dear Wendy,Separation Agreement • May 12th, 2023 • Frequency Therapeutics, Inc. • Pharmaceutical preparations
This letter confirms the agreement between Frequency Therapeutics, Inc. (the “Company”) and you regarding the terms of your separation from the Company in a layoff resulting from the unfavorable FX322 readout (the “Agreement”). Your employment with the Company will end on March 31, 2023 or such earlier date as may be approved in writing by the Company’s Chief Executive Officer (the “Separation Date”). From the date of this letter through the Separation Date, (the “Transition Period”), you agree to use your reasonable best efforts to: (a) assist in the smooth transition of your job duties, which includes documenting and handing off your current projects; and (b) comply with all policies and reasonable directives of the Company (collectively, the “Transition Duties”). During the Transition Period, you will continue to be compensated at your current base salary rate and participate in your current employee benefits, subject to the applicable plans and policies. You will also continue to v
Amendment to Letter AgreementLetter Agreement • June 6th, 2023 • Frequency Therapeutics, Inc. • Pharmaceutical preparations
Reference is made to that certain letter agreement (the “Agreement”), dated October 10, 2019, by and between Frequency Therapeutics, Inc. (“Company”) and Richard Mitrano (“Executive”) regarding Executive’s employment terms. This Amendment (this “Amendment”) to the Agreement is entered into as of June 1, 2023 (“Effective Date”). Capitalized terms used, but not defined, in this Amendment are intended to have the meanings given to them in the Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • April 18th, 2024 • Korro Bio, Inc. • Pharmaceutical preparations • Delaware
This Subscription Agreement (this “Agreement”) is made and entered into as of April 17, 2024 (the “Effective Date”) by and among Korro Bio, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on the signature pages hereto, severally and not jointly (each a “Purchaser” and together the “Purchasers”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 8 hereof.
FREQUENCY THERAPEUTICS, INC. SEPARATION AGREEMENTSeparation Agreement • March 31st, 2022 • Frequency Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Separation Agreement (the “Separation Agreement”) is made by and between Peter P. Pfreundschuh (“Executive”) and Frequency Therapeutics, Inc. (the “Company”), collectively referred to as the “Parties,” as of March 31, 2022.
