SOLID BIOSCIENCES INC. 25,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 19th, 2021 • Solid Biosciences Inc. • Biological products, (no disgnostic substances) • New York
Solid Biosciences 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 21,739,131 shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”), and, at the option of the Underwriters, up to an additional 3,260,869 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.”
PRE-FUNDED COMMON STOCK PURCHASE WARRANT SOLID BIOSCIENCES INC.Security Agreement • January 8th, 2024 • Solid Biosciences Inc. • Biological products, (no disgnostic substances) • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “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 the date hereof (the “Initial Exercise Date”) until exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Solid Biosciences Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • December 29th, 2017 • Solid Biosciences, LLC • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is made as of , 2018 by and between Solid Biosciences Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company, Solid Biosciences, LLC and/or Solid GT, LLC, on the one hand, and Indemnitee, on the other hand, covering the subject matter of this Agreement. Certain capitalized terms used herein are defined in Section 2 hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • May 11th, 2023 • Solid Biosciences Inc. • Biological products, (no disgnostic substances) • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of September 29, 2022 by and between Solid Biosciences Inc. (the “Company”) and Ty Howton (the “Executive”) (together, the “Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 8th, 2024 • Solid Biosciences Inc. • Biological products, (no disgnostic substances) • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 8, 2024 by and among Solid Biosciences Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
SOLID BIOSCIENCES INC. Shares of Common Stock (par value $0.001 per share) AMENDED AND RESTATED SALES AGREEMENTSales Agreement • March 13th, 2024 • Solid Biosciences Inc. • Biological products, (no disgnostic substances) • New York
Solid Biosciences Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.001 per share (the “Common Shares”), on the terms set forth in this agreement (this “Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2024 • Solid Biosciences Inc. • Biological products, (no disgnostic substances) • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 8, 2024 by and among Solid Biosciences Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of January 8, 2024 (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
Incentive Stock Option AgreementIncentive Stock Option Agreement • March 13th, 2019 • Solid Biosciences Inc. • Biological products, (no disgnostic substances) • Delaware
This Incentive Stock Option Award Agreement (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Solid Biosciences Inc., a Delaware corporation, (the “Company”) and the Participant specified above, pursuant to the Solid Biosciences Inc. 2018 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 30th, 2022 • Solid Biosciences Inc. • Biological products, (no disgnostic substances) • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 29, 2022 by and among Solid Biosciences Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
SALES AGREEMENTSales Agreement • November 3rd, 2021 • Solid Biosciences Inc. • Biological products, (no disgnostic substances) • New York
This Amendment No. 1 to the Sales Agreement (this “Amendment”) is entered into as of the date first written above by Solid Biosciences Inc., a Delaware corporation (the “Company”), and Jefferies LLC (“Agent”), that are parties to that certain Sales Agreement, dated March 13, 2019 (the “Original Agreement”) relating to the offering of up to $50,000,000 of the Company’s Common Shares (as defined below).
AGREEMENT AND PLAN OF MERGERMerger Agreement • March 29th, 2018 • Solid Biosciences Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of January 25, 2018, by and among Solid Biosciences Inc., a Delaware corporation (the “Company”), Bain Capital Life Sciences Fund, L.P., a limited partnership organized under the laws of the Cayman Islands, and BCIP Life Sciences Associates, LP, a limited partnership organized under the laws of Delaware (together, the “Bain Funds”), BCLS Solid Bio, Inc., a Delaware corporation (the “Bain Blocker”), Foresite Capital Fund III, L.P., a limited partnership organized under the laws of Delaware (the “Foresite Fund”) and FC Fund III Solid Holdings, Inc., a Delaware corporation (the “Foresite Blocker”). The Company, the Bain Funds, the Bain Blocker, the Foresite Fund and the Foresite Blocker are collectively referred to herein as the “Parties,” and each individually is referred to herein as a “Party.” All references to the Company include its predecessor, Solid Biosciences, LLC, a Delaware limited liability company.
Nonqualified Stock Option AgreementNonqualified Stock Option Agreement • March 13th, 2019 • Solid Biosciences Inc. • Biological products, (no disgnostic substances) • Delaware
This Nonqualified Stock Option Award Agreement (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Solid Biosciences Inc., a Delaware corporation, (the “Company”) and the Participant specified above, pursuant to the Solid Biosciences Inc. 2018 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
SOLID BIOSCIENCES INC. Restricted Stock Unit Agreement Granted under 2024 Inducement Stock Incentive PlanRestricted Stock Unit Agreement • March 13th, 2024 • Solid Biosciences Inc. • Biological products, (no disgnostic substances) • Delaware
This grant of RSUs satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
INVESTOR AGREEMENTInvestor Agreement • November 5th, 2020 • Solid Biosciences Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INVESTOR AGREEMENT (this “Agreement”) is made as of October 22, 2020, by and between Solid Biosciences Inc., a Delaware corporation (the “Company”), and Ultragenyx Pharmaceutical Inc., a Delaware corporation (the “Investor”).
LICENSE AGREEMENTLicense Agreement • December 29th, 2017 • Solid Biosciences, LLC • Biological products, (no disgnostic substances) • Massachusetts
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 29th, 2017 • Solid Biosciences, LLC • Biological products, (no disgnostic substances) • Delaware
This Amended and Restated Registration Rights Agreement (this “Agreement”) dated as of March 29, 2017, is made by and among Solid Biosciences, LLC, a Delaware limited liability company (“Solid”), and the persons listed on Schedule A (each, an “Investor”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 30th, 2022 • Solid Biosciences Inc. • Biological products, (no disgnostic substances) • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of September 29, 2022 by and between Solid Biosciences Inc. (the “Company”) and Bo Cumbo (the “Executive”) (together, the “Parties”).
SOLID BIOSCIENCES INC. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • August 16th, 2021 • Solid Biosciences Inc. • Biological products, (no disgnostic substances) • Delaware
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 26th, 2019 • Solid Biosciences Inc. • Biological products, (no disgnostic substances) • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 25, 2019 by and among Solid Biosciences Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
FORM OF PARENT SUPPORT AGREEMENTParent Support Agreement • September 30th, 2022 • Solid Biosciences Inc. • Biological products, (no disgnostic substances) • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of _______________, 2022, by and among AavantiBio, Inc., a Delaware corporation (the “Company”), Solid Biosciences Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of Parent. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
CONSULTING AGREEMENTConsulting Agreement • March 12th, 2020 • Solid Biosciences Inc. • Biological products, (no disgnostic substances) • Delaware
In consideration and as a condition of Jorge Quiroz, an individual having an address at [*] (the “Consultant”), providing consulting services to Solid Biosciences Inc., a Delaware corporation (together with its affiliates, the “Company”), having an address at 141 Portland Street, Fifth Floor, Cambridge, MA 02139, the Consultant hereby agrees with the Company as follows:
SOLID BIOSCIENCES INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 13th, 2024 • Solid Biosciences Inc. • Biological products, (no disgnostic substances)
This grant of RSUs satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
CONSULTING AGREEMENTConsulting Agreement • August 6th, 2020 • Solid Biosciences Inc. • Biological products, (no disgnostic substances) • Massachusetts
In consideration and as a condition of Ian F. Smith, having an address at [*] (the “Consultant”), providing consulting services to Solid Biosciences Inc., a Delaware corporation (together with its affiliates, the “Company”) having an address at 141 Portland Street, Cambridge, MA 02139, the Consultant hereby agrees with the Company as follows:
EXECUTIVE TRANSITION AND SEPARATION AGREEMENTExecutive Transition and Separation Agreement • August 14th, 2023 • Solid Biosciences Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Executive Transition and Separation Agreement (the “Agreement”) is made as of May 22, 2023 (the “Effective Date”) by and between Solid Biosciences Inc. (the “Company”) and Dr. Carl Morris (the “Executive”) (together, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2021 • Solid Biosciences Inc. • Biological products, (no disgnostic substances) • Delaware
THIS EMPLOYMENT AGREEMENT (the "Agreement"), is made as of January 25, 2019 by and between Solid Biosciences Inc. (the "Company"), and Jennifer Ziolkowski (the "Executive") (together, the "Parties").
LICENSE AGREEMENTLicense Agreement • January 16th, 2018 • Solid Biosciences, LLC • Biological products, (no disgnostic substances) • Missouri
Such revenue or other consideration attributable to the SUBLICENSE of PATENT RIGHTS (“SUBLICENSE REVENUE”) shall include, but not be limited to, all option fees, license issue fees (up-front payments), license maintenance fees, milestone payments, payments for equity in excess of fair market value, joint marketing fees and research and development funding in excess of LICENSEE’s cost of performing such research and development (other than the earned royalty specified in Section 3.02(a)). In the event that LICENSEE agrees to receive only equity at fair market value from the SUBLICENSEE for development rights and as payment for all milestone events per agreement between LICENSEE and SUBLICENSEE, UNIVERSITY is entitled to a portion of that equity equal to the specified portion percentage for sublicenses listed above or may opt to receive a cash equivalent based on the estimated fair market value at time agreement is signed. For clarity, SUBLICENSE REVENUE shall not include (1) research an
PATENT LICENSE AGREEMENTPatent License Agreement • January 16th, 2018 • Solid Biosciences, LLC • Biological products, (no disgnostic substances) • Michigan
This Agreement is effective as of March 10, 2016 (the “EFFECTIVE DATE”), between Solid GT, LLC (“LICENSEE”) having the address in Article 12 below, and the Regents of the University of Michigan, a constitutional corporation of the state of Michigan (“MICHIGAN”) having the address in Article 12 below. LICENSEE and MICHIGAN hereby agree as follows:
FORM OF SUPPORT AND JOINDER AGREEMENTSupport and Joinder Agreement • September 30th, 2022 • Solid Biosciences Inc. • Biological products, (no disgnostic substances) • Delaware
This Support and Joinder Agreement (this “Agreement”) is made and entered into as of ________________, 2022, by and among AavantiBio, Inc., a Delaware corporation (the “Company”), Solid Biosciences Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of the Company. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
EXECUTIVE CHAIR AGREEMENTExecutive Chair Agreement • March 13th, 2024 • Solid Biosciences Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Executive Chair Agreement (together with Exhibit A, the “Agreement”), effective January 1, 2022 (the “Effective Date”), is by and between Ian F. Smith, an individual having an address at 45 Commonwealth Avenue, Unit 3, Boston, MA 02116 (the “Executive Chair”), and Solid Biosciences Inc., a Delaware corporation (together with its affiliates, the “Company”), having an address at 141 Portland Street, Fifth Floor, Cambridge, MA 02139.
CONSULTING AGREEMENTConsulting Agreement • March 12th, 2020 • Solid Biosciences Inc. • Biological products, (no disgnostic substances) • Massachusetts
In consideration and as a condition of Andrey Zarur, an individual having an address at [*] (the “Consultant”), providing consulting services to Solid Biosciences Inc., a Delaware corporation (together with its affiliates, the “Company”), having an address at 141 Portland Street, Fifth Floor, Cambridge, MA 02139, the Consultant hereby agrees with the Company as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 26th, 2019 • Solid Biosciences Inc. • Biological products, (no disgnostic substances) • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 25, 2019 by and among Solid Biosciences Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of July 25, 2019 (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. LICENSE AGREEMENTLicense Agreement • March 13th, 2024 • Solid Biosciences Inc. • Biological products, (no disgnostic substances) • Massachusetts
This License Agreement is entered into as of this 3rd day of August, 2017 (the “Effective Date”), by and between Solid Biosciences, LLC, a company organized under the laws of Delaware and having an address at 161 First Street, Suite #300, Cambridge, MA 02142 (“Licensee”) and President and Fellows of Harvard College, an educational and charitable corporation existing under the laws and the constitution of the Commonwealth of Massachusetts, having a place of business at Richard A. and Susan F. Smith Campus Center, Suite 727, 1350 Massachusetts Avenue, Cambridge, Massachusetts 02138 (“Harvard”).
SOLID BIOSCIENCES INC. NONSTATUTORY STOCK OPTION AGREEMENT Granted under 2024 Inducement Stock Incentive PlanNonstatutory Stock Option Agreement • March 13th, 2024 • Solid Biosciences Inc. • Biological products, (no disgnostic substances)
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omission. STANDARD EXCLUSIVE...Standard Exclusive License Agreement • March 23rd, 2023 • Solid Biosciences Inc. • Biological products, (no disgnostic substances)
This Standard Exclusive License Agreement with Know-How (this “Agreement”) is effective as of March 17, 2020, (the “Effective Date”) between the University of Florida Research Foundation, Incorporated (hereinafter called “UFRF”), a nonstock, nonprofit Florida corporation, and Aavanti Bio, Inc., (hereinafter called “Licensee”), a Delaware corporation having its principal office/place of business at 3324 W. University Avenue, #261, Gainesville, FL, 32607-2504.
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN SOLID BIOSCIENCES, LLC AND SOLID GT, LLC Dated as of March 29, 2017Merger Agreement • December 29th, 2017 • Solid Biosciences, LLC • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 29, 2017, by and between Solid Biosciences, LLC, a Delaware limited liability company (“Bio”), and Solid GT, LLC, a Delaware limited liability company (“GT”). Each of the parties referred to above may be referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth on the Schedule of Defined Terms attached hereto, the terms, provisions and contents of which are hereby incorporated by reference herein and made part hereof.
