camp4 therapeutics corporation [•] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • September 26th, 2024 • Camp4 Therapeutics Corp • Pharmaceutical preparations • New York
CAMP4 Therapeutics Corporation, 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 $0.0001 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 Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
ContractWarrant Agreement • September 20th, 2024 • Camp4 Therapeutics Corp • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
LEASE AGREEMENTLease Agreement • September 20th, 2024 • Camp4 Therapeutics Corp • Pharmaceutical preparations • Massachusetts
THIS LEASE AGREEMENT (this “Lease”) is made as of this 3 day of October, 2019, between ARE-MA REGION NO 59, LLC, a Delaware limited liability company (“Landlord”), and CAMP4 THERAPEUTICS CORPORATION, a Delaware corporation (“Tenant”).
LEASE 4888 PEARL EAST CIRCLE Boulder, CO BCSP PEARL EAST PROPERTY LLC, a Delaware limited liability company as Landlord, and CAMP4 THERAPEUTICS CORPORATION, a Delaware corporation as Tenant.Lease Agreement • September 20th, 2024 • Camp4 Therapeutics Corp • Pharmaceutical preparations • Colorado
This Lease (the “Lease”), dated as of the Execution Date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between BCSP PEARL EAST PROPERTY LLC, a Delaware limited liability company (“Landlord”), and CAMP4 THERAPEUTICS CORPORATION, a Delaware corporation (“Tenant”).
CAMP4 THERAPEUTICS CORPORATION 2024 Equity Incentive Plan Incentive Stock Option AgreementIncentive Stock Option Agreement • October 7th, 2024 • Camp4 Therapeutics Corp • Pharmaceutical preparations
This agreement (this “Agreement”) evidences a stock option granted by CAMP4 Therapeutics Corporation (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the CAMP4 Therapeutics Corporation 2024 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 20th, 2024 • Camp4 Therapeutics Corp • Pharmaceutical preparations • Delaware
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of June 3, 2022, by and among Camp4 Therapeutics Corporation, 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”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 26th, 2024 • Camp4 Therapeutics Corp • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [•], 2024 between CAMP4 Therapeutics Corporation, a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED WHITEHEAD INSTITUTE FOR BIOMEDICAL RESEARCH PATENT...Patent License Agreement • June 14th, 2024 • Camp4 Therapeutics Corp • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of October 23, 2019 (the “EFFECTIVE DATE”), is between the Whitehead Institute for Biomedical Research (“WHITEHEAD”), a Delaware corporation, having a principal office at 455 Main Street, Cambridge, MA 02142 and CAMP4 Therapeutics Corporation (“COMPANY”), a Delaware corporation, having a principal place of business at One Kendall Square, Building 1400 West, Suite B14301, 3rd Floor, Cambridge, MA 02139.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED First AMENDMENT to Patent License AgreementPatent License Agreement • June 14th, 2024 • Camp4 Therapeutics Corp • Pharmaceutical preparations • Massachusetts
This First Amendment to the Patent License Agreement (this “AMENDMENT”) is entered into as of December 14, 2021 (the “AMENDMENT EFFECTIVE DATE”), by and between the Whitehead Institute for Biomedical Research, a Delaware corporation having a principal office at 455 Main Street, Cambridge, MA 02142 (“WHITEHEAD”), and CAMP4 Therapeutics Corporation, a Delaware corporation, having a principal place of business at One Kendall Square Building 1400 West, 3rd Floor, Cambridge, MA 02139 (“COMPANY”) (together with WHITEHEAD, the “Parties” and each individually a “Party”), and amends that certain Patent License Agreement, dated as of October 23, 2019, by and between WHITEHEAD and COMPANY (the “Agreement”). Capitalized terms used in this AMENDMENT but not defined shall have the meanings set forth in the Agreement.
CAMP4 THERAPEUTICS CORPORATION AMENDEd AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 7th, 2024 • Camp4 Therapeutics Corp • Pharmaceutical preparations • Massachusetts
This Amended and Restated Employment Agreement (the “Agreement”) is made as of October 3, 2024, by and between Camp4 Therapeutics Corporation (the “Company”) and Josh Mandel-Brehm (the “Executive”), to be effective as of the effectiveness of the Company’s registration statement on Form S-1 with respect to the initial public offering of its common stock. Except with respect to the Employee Confidentiality and Assignment Agreement between the Company and the Executive (the “IP Agreement”), the Company’s 2016 Amended and Restated Stock Option and Grant Plan and 2024 Equity Incentive Plan, and any applicable stock option and/or restricted stock agreements issued by the Company thereunder with respect to equity grants held by the Executive (collectively, the “Equity Documents”), this Agreement supersedes, amends and restates in all respects all prior agreements and understandings between the Executive and the Company regarding the subject matter herein, including, without limitation, the Am
CAMP4 THERAPEUTICS CORPORATION 2024 Equity Incentive Plan Non-Statutory Stock Option AgreementNon-Statutory Stock Option Agreement • October 7th, 2024 • Camp4 Therapeutics Corp • Pharmaceutical preparations
This agreement (this “Agreement”) evidences a stock option granted by CAMP4 Therapeutics Corporation (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the CAMP4 Therapeutics Corporation 2024 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED Second AMENDMENT To Patent License AgreementPatent License Agreement • June 14th, 2024 • Camp4 Therapeutics Corp • Pharmaceutical preparations • Massachusetts
This Second Amendment to the Patent License Agreement (this “SECOND AMENDMENT”) is entered into as of November 7, 2023 (the “SECOND AMENDMENT EFFECTIVE DATE”), by and between the Whitehead Institute for Biomedical Research, a Delaware corporation having a principal office at 455 Main Street, Cambridge, MA 02142 (“WHITEHEAD”), and CAMP4 Therapeutics Corporation, a Delaware corporation, having a principal place of business at One Kendall Square, Building 1400 West, 3rd Floor, Cambridge, MA 02139 (“COMPANY”) (together with WHITEHEAD, the “Parties” and each individually a “Party”), and amends the Patent License Agreement dated as of October 23, 2019, and first amended as of December 14, 2021, by and between WHITEHEAD and COMPANY (the “Agreement”; [***]). Capitalized terms used in this SECOND AMENDMENT but not defined shall have the meanings set forth in the Agreement.
CAMP4 THERAPEUTICS CORPORATION 2024 Equity Incentive Plan Non-Statutory Stock Option Agreement (Non-Employee Directors)Non-Statutory Stock Option Agreement • October 7th, 2024 • Camp4 Therapeutics Corp • Pharmaceutical preparations
This agreement (this “Agreement”) evidences a stock option granted by CAMP4 Therapeutics Corporation (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the CAMP4 Therapeutics Corporation 2024 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
