Finch Therapeutics Group, Inc. Sample Contracts

FINCH THERAPEUTICS GROUP, INC. (a Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • March 15th, 2021 • Finch Therapeutics Group, Inc. • Biological products, (no disgnostic substances) • New York

or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file, cause to be filed or cause to be confidentially submitted any registration statement in connection therewith, under the Securities Act of 1933, as amended (the “Securities Act”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of shares of Common Stock or other securiti

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FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 15th, 2021 • Finch Therapeutics Group, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of _______, 20__ between Finch Therapeutics Group, Inc., a Delaware corporation (the “Company”), and ________________ (“Indemnitee”).

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 16th, 2022 • Finch Therapeutics Group, Inc. • Biological products, (no disgnostic substances) • California

THIS LOAN AND SECURITY AGREEMENT is made and dated as of May 11, 2022 and is entered into by and among Finch Therapeutics Group, Inc., a Delaware corporation, and each of its Subsidiaries (individually and collectively referred to as the, “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as the “Lenders”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lenders (in such capacity, the “Agent”).

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FINCH THERAPEUTICS GROUP, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of [ ], [ ]
Finch Therapeutics Group, Inc. • May 24th, 2022 • Biological products, (no disgnostic substances) • New York

INDENTURE, dated as of [ ], [ ] by and between Finch Therapeutics Group, Inc., a Delaware corporation, as Issuer (the “Company”) and U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”).

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OPEN MARKET SALE AGREEMENT
Open Market Sale Agreement • May 24th, 2022 • Finch Therapeutics Group, Inc. • Biological products, (no disgnostic substances) • New York
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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 31st, 2022 • Finch Therapeutics Group, Inc. • Biological products, (no disgnostic substances) • Massachusetts

WHEREAS, the Company and the Executive previously entered into an employment agreement dated as of December 7, 2020 pursuant to which the Executive served as General Counsel and Senior Vice President of Legal Affairs of the Company (the “Prior Agreement”);

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LEASE
Lease • November 10th, 2021 • Finch Therapeutics Group, Inc. • Biological products, (no disgnostic substances)
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CONSULTING AGREEMENT
Consulting Agreement • March 25th, 2024 • Finch Therapeutics Group, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of May 16, 2023 (the “Effective Date”) by and between Mark Smith, with an address of [***] (“Consultant”), and Finch Therapeutics, Inc., a Delaware corporation with an address at 200 Inner Belt Road, Suite 400, Somerville, MA 02143 (“Finch”). Finch desires to obtain from Consultant various services, and Consultant desires to provide the services to Finch, all as provided in this Agreement. Each of Consultant and Finch may be referred to herein individually as a “Party,” or collectively as the “Parties”.

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THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Preferred Stock Purchase Agreement • February 26th, 2021 • Finch Therapeutics Group, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”), is made and entered into as of September 2, 2020, by and among (i) Finch Therapeutics Group, Inc., a Delaware corporation (the “Company”), (ii) each holder of Common Stock listed on Schedule A under the heading “Common Stockholders” (the “Existing Common Holders”), (iii) each holder of Series A Preferred Stock listed on Schedule A under the heading “Series A Stockholders” (the “Series A Preferred Holders”), (iv) each holder of Series B Preferred Stock listed on Schedule A under the heading “Series B Stockholders” (the “Series B Preferred Holders”), (v) each holder of Series C Preferred Stock listed on Schedule A under the heading “Series C Stockholders” (together with the Series A Preferred Holders and the Series B Preferred Holders, the “Existing Preferred Holders”), and (vi) each purchaser of Series D Preferred Stock (together with the Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred

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December 7, 2022 Marc Blaustein mblaustein@finchtherapeutics.com Dear Marc,
Employment Agreement • March 25th, 2024 • Finch Therapeutics Group, Inc. • Biological products, (no disgnostic substances)

The purpose of this letter is to amend the Employment Agreement by and between Finch Therapeutics Group, Inc. (the “Company”) and you dated as of September 8, 2021 (the “Employment Agreement”), effective as of April 30, 2022 (the “Effective Date”). Capitalized terms used but not defined in this letter will have the meanings set forth in the Employment Agreement.

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FINCH THERAPEUTICS, INC. AND MILLENNIUM PHARMACEUTICALS, INC. AMENDED AND RESTATED AGREEMENT
Agreement • February 26th, 2021 • Finch Therapeutics Group, Inc. • Biological products, (no disgnostic substances) • New York

This Amended and Restated Agreement (“Agreement”) is entered into as of October 21, 2019 (“Restatement Effective Date”) by and between Finch Therapeutics, Inc., a Delaware corporation having its principal office at 200 Inner Belt Road, 4th Floor, Somerville, Massachusetts 02143 (“Finch”), and Millennium Pharmaceuticals, Inc., a Delaware corporation having its principal office at 40 Landsdowne Street, Cambridge, Massachusetts 02139, USA (“Takeda”), an indirect wholly-owned subsidiary of Takeda Pharmaceutical Company Limited, and sets forth the terms and conditions that will apply to the performance of certain research and development work by each party and the grant by Finch to Takeda of certain licenses to proprietary Finch technology.

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ASSET PURCHASE AGREEMENT by and between FINCH THERAPEUTICS, INC., and MICROBIOME HEALTH RESEARCH INSTITUTE, INC. DATED AS OF NOVEMBER 19, 2020
Asset Purchase Agreement • February 26th, 2021 • Finch Therapeutics Group, Inc. • Biological products, (no disgnostic substances) • Delaware

This Asset Purchase Agreement, dated as of November 19, 2020, is made by and between Microbiome Health Research Institute, Inc. d/b/a OpenBiome, a Massachusetts nonprofit corporation (“Seller”) and Finch Therapeutics, Inc., a Delaware corporation (“Purchaser”). Seller and Purchaser are collectively referred to herein as the “Parties” and individually as a “Party.”

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UNIVERSITY OF MINNESOTA EXCLUSIVE PATENT LICENSE AGREEMENT
Exclusive Patent License Agreement • February 26th, 2021 • Finch Therapeutics Group, Inc. • Biological products, (no disgnostic substances)

THIS EXCLUSIVE PATENT LICENSE AGREEMENT (this “Agreement”) is made by and between Regents of the University of Minnesota, a constitutional corporation under the laws of the state of Minnesota, having a place of business at 1000 Westgate Drive, Suite 160, St. Paul, Minnesota 55114 (the “University”), and the Licensee identified below. The University and the Licensee agree that:

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EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • February 26th, 2021 • Finch Therapeutics Group, Inc. • Biological products, (no disgnostic substances) • Arizona

This Exclusive License Agreement (“Agreement”) is made and entered into as of July 3, 2017 (the “Effective Date”) between Arizona Science and Technology Enterprises LLC, an Arizona limited liability company d/b/a Arizona Technology Enterprises (“AzTE”) and Crestovo LLC, a Delaware limited liability corporation (“Company”).

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by and between MICROBIOME HEALTH RESEARCH INSTITUTE, INC. and FINCH THERAPEUTICS, INC. November 19, 2020
Lmic License Agreement • February 26th, 2021 • Finch Therapeutics Group, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This LMIC License Agreement (the “Agreement”) is entered into as November 19, 2020 (the “Effective Date”), by and between Microbiome Health Research Institute, Inc. d/b/a OpenBiome, a Massachusetts nonprofit corporation, having an address of 2067 Massachusetts Ave, Cambridge, MA 02140 (“OpenBiome”), and Finch Therapeutics, Inc., a corporation organized under the laws of Delaware, having an address of 200 Inner Belt Road, Somerville, MA 02143 (“Finch”). OpenBiome and Finch may each be referred to herein individually as a “Party” and collectively as the “Parties.”

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RETENTION BONUS AGREEMENT
Retention Bonus Agreement • March 25th, 2024 • Finch Therapeutics Group, Inc. • Biological products, (no disgnostic substances) • Massachusetts

THIS RETENTION BONUS AGREEMENT (this “Agreement”), is made and entered into by and between Finch Therapeutics Group, Inc., a Delaware corporation (together with all subsidiaries and affiliates hereinafter referred to as the “Company”), and Marc Blaustein (the “Executive”) effective as of December 7, 2022.

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LEASE TERMINATION AGREEMENT
Lease Termination Agreement • May 18th, 2023 • Finch Therapeutics Group, Inc. • Biological products, (no disgnostic substances)

THIS LEASE TERMINATION AGREEMENT dated as of May 12, 2023 (this “Agreement”), is entered into by and between NRL WSC 200 Inner Belt Prop, LLC, a Delaware limited liability company (“Landlord”), and Finch Therapeutics, Inc., a Delaware corporation (“Tenant”; Tenant and Landlord are each, individually, referred to herein as a “Party” and, collectively, as the “Parties”), with reference to the following:

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • April 25th, 2023 • Finch Therapeutics Group, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This EXECUTIVE EMPLOYMENT AGREEMENT, (this “Agreement”), is made by and between Finch Therapeutics Group, Inc., a Delaware corporation (“FTG”, together with all subsidiaries and affiliates hereinafter referred to as the “Company”), and Matthew P. Blischak (the “Executive”).

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AMENDMENT TO AMENDED AND RESTATED AGREEMENT
Amended and Restated Agreement • November 10th, 2021 • Finch Therapeutics Group, Inc. • Biological products, (no disgnostic substances) • New York

This Amendment to Amended and Restated Agreement (this “Amendment”) is entered into as of August 9, 2021 (the “Amendment Effective Date”) by and between Finch Therapeutics, Inc., a Delaware corporation having its principal office at 200 Inner Belt Road, 4th Floor, Somerville, Massachusetts 02143 (“Finch”), and Takeda Development Center Americas, Inc., a wholly-owned subsidiary of Takeda Pharmaceutical Company Limited, having its principal office at 95 Hayden Avenue, Lexington, MA 02421 (“Takeda”).

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AMENDMENT #2 TO AMENDED AND RESTATED AGREEMENT
Agreement • March 31st, 2022 • Finch Therapeutics Group, Inc. • Biological products, (no disgnostic substances) • New York

This Amendment to Amended and Restated Agreement (this “Amendment”) is entered into as of November 12, 2021 (the “Amendment #2 Effective Date”) by and between Finch Therapeutics, Inc., a Delaware corporation having its principal office at 200 Inner Belt Road, 4th Floor, Somerville, Massachusetts 02143 (“Finch”), and Takeda Development Center Americas, Inc., a wholly-owned subsidiary of Takeda Pharmaceutical Company Limited, having its principal office at 95 Hayden Avenue, Lexington, MA 02421 (“Takeda”).

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AMENDMENT NO. 1 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2022 • Finch Therapeutics Group, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This AMENDMENT NO. 1 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “New Amendment”) is made as of March 18, 2021, by and between Finch Therapeutics Group, Inc., a Delaware corporation (“FTG”, together with all subsidiaries and affiliates hereinafter referred to as the “Company”), and Joseph Vittiglio (the “Executive”) This New Amendment shall amend that certain AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT, dated as of March 12, 2021 (the “Prior Amendment”), by and between the Company and the Executive.

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EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • March 31st, 2022 • Finch Therapeutics Group, Inc. • Biological products, (no disgnostic substances)

THIS AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is made as of the Effective Date by and between Regents of the University of Minnesota, a constitutional corporation under the laws of the state of Minnesota, having a place of business at 200 Oak Street, SE, Suite 280, Minneapolis, Minnesota 55455 (the “University”), and the Licensee identified below.

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1. Leased Premises Suite __ on the 4th floor [See Section 2(a)] 2. Building Address 200 Inner Belt Road Somerville, Massachusetts [See Section 2(a)] 3. Leasable Area of Leased Premises 25,785 square feet [See Section 2(a)] 4. Gross Leasable Area of...
Lease • February 9th, 2021 • Finch Therapeutics Group, Inc. • Biological products, (no disgnostic substances) • Massachusetts
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FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • August 11th, 2023 • Finch Therapeutics Group, Inc. • Biological products, (no disgnostic substances) • Minnesota

THIS FIRST AMENDMENT (this “Amendment”) to the EXCLUSIVE LICENSE AGREEMENT effective as of January 28, 2022 (the “Agreement”) is made as of the date of last signature below (“Amendment Date”) by and between Finch Therapeutics Holdings LLC, a Delaware limited liability company (“Licensee”), and the Regents of the University of Minnesota, a constitutional corporation under the laws of the state of Minnesota (“University”).

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FIRST AMENDMENT TO LEASE
Lease • February 26th, 2021 • Finch Therapeutics Group, Inc. • Biological products, (no disgnostic substances)

THIS FIRST AMENDMENT TO LEASE (“First Amendment”) is made as of January 20, 2017 (“Effective Date”) by and between North River II LLC, a Delaware limited liability company (“Landlord”), with an address of 224 12th Avenue, New York, NY 10001 and NextBiome, Inc., a Delaware corporation, K.N.A. Finch Therapeutics, Inc., a Delaware corporation (“Tenant”).

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Release Agreement
Release Agreement • March 31st, 2022 • Finch Therapeutics Group, Inc. • Biological products, (no disgnostic substances) • Massachusetts

I, Zain Kassam, understand and agree completely to the terms set forth in this Release Agreement (the “Release”) and in the Amended and Restated Executive Employment Agreement (the “Employment Agreement”) dated March 12, 2021, by and between Finch Therapeutics Group, Inc. (“Company”) and me, as a result of my voluntary resignation without Good Reason effective on November 5, 2021 (the “Termination Date”). I understand that I am not entitled to any payments set forth in Section 1 below if I do not sign this Release and return it to Company pursuant to the terms set forth herein. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement.

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