20,000,000 Shares ALLOVIR, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • June 26th, 2023 • Allovir, Inc. • Biological products, (no disgnostic substances) • New York
The undersigned understands that J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and BofA Securities, Inc. propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with AlloVir, Inc., a Delaware corporation (the “Company”), as representatives (the “Representatives”) of the several underwriters listed in Schedule I to the Underwriting Agreement (the “Underwriters”), providing for the public offering (the “Public Offering”) by the several Underwriters of shares (the “Shares”) of the common stock, par value $0.0001 per share, of the Company (the “Common Stock”).
ALLOVIR, INC. [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • July 6th, 2020 • Allovir, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [Date] by and between AlloVir, Inc., a Delaware corporation (the “Company”), and [Director Name] (“Indemnitee”).
ALLOVIR, INC. [FORM OF] OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • July 6th, 2020 • Allovir, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [Date] by and between AlloVir, Inc., a Delaware corporation (the “Company”), and [Officer Name] (“Indemnitee”). 1
BAY COLONY CORPORATE CENTER WALTHAM, MASSACHUSETTS Lease Dated September 8, 2021 (“Execution Date”)Lease Agreement • September 13th, 2021 • Allovir, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in a certain building (the “Building”) known as, and with an address at, 1100 Winter Street, Waltham, Massachusetts 02451.
ALLOVIR, INC. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENTSales Agreement • August 6th, 2021 • Allovir, Inc. • Biological products, (no disgnostic substances) • New York
Allovir, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Leerink LLC (the “Agent”), as follows:
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 3rd, 2023 • Allovir, Inc. • Biological products, (no disgnostic substances) • Delaware
This Amended and Restated Executive Employment Agreement (this “Agreement”) is entered into between Allovir, Inc., f/k/a ViraCyte Inc., a Delaware corporation (“Company”) and Edward Miller (“Employee”). This Agreement is effective as of the later of (i) the date the Agreement becomes fully executed by the parties; or (ii) ten (10) business days after the Company provides Employee with the Restrictive Covenants Agreement (as defined below) (the “Effective Date”).
FORM OF PARENT STOCKHOLDER SUPPORT AGREEMENTParent Stockholder Support Agreement • November 8th, 2024 • Allovir, Inc. • Biological products, (no disgnostic substances) • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of [•], 2024, by and among Kalaris Therapeutics, Inc., a Delaware corporation (the “Company”), AlloVir, Inc., a Delaware corporation (“Parent”), and the undersigned holder (the “Stockholder”) of Shares (as defined below) 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 • July 6th, 2020 • Allovir, Inc. • Biological products, (no disgnostic substances) • Texas
This Consulting Agreement (“Consulting Agreement”) is entered into as of October 1, 2018, by and between ViraCyte, Inc., a Delaware corporation (the “Company”), and Juan Vera (“Consultant”), effective generally as of the Effective Date (as defined below) except as otherwise expressly provided below.
AGREEMENT AND PLAN OF MERGER by and among ALLOVIR, INC., AURORA MERGER SUB, INC. and KALARIS THERAPEUTICS, INC. Dated as of November 7, 2024Merger Agreement • November 8th, 2024 • Allovir, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 7, 2024, by and among AlloVir, Inc., a Delaware corporation (“Parent”), Aurora Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Kalaris Therapeutics, Inc., a Delaware corporation (the “Company”).
ContractAccommodation Agreement • July 6th, 2020 • Allovir, Inc. • Biological products, (no disgnostic substances) • Tokyo
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 27th, 2022 • Allovir, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 26, 2022, between AlloVir, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns a “Purchaser” and collectively the “Purchasers”).
BUSINESS SERVICES AGREEMENTBusiness Services Agreement • December 9th, 2024 • Allovir, Inc. • Biological products, (no disgnostic substances) • Delaware
This Business Services Agreement (this “Agreement”) is effective July 1st, 2023 (the “Effective Date”), between Theia Therapeutics, Inc., a Delaware corporation (“Company”) and Samsara BioCapital, LLC, a Delaware limited liability company (“Samsara”).
TERMINATION AGREEMENTTermination Agreement • July 2nd, 2024 • Allovir, Inc. • Biological products, (no disgnostic substances)
TERMINATION AGREEMENT dated as of this 1st day of July, 2024 (the “Effective Date”) by and between BP Bay Colony LLC, a Delaware limited liability company (“Landlord”), and Allovir, Inc., a Delaware corporation (“Tenant”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 23rd, 2020 • Allovir, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Executive Employment Agreement (this “Agreement”) is entered in to between ViraCyte Inc. (“Company”) and Agustin Melian (“Employee”). This Agreement is effective as of March, 21, 2019 (“Effective Date”).
FIRST AMENDMENT TO THE AMENDED & RESTATED EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • February 12th, 2021 • Allovir, Inc. • Biological products, (no disgnostic substances)
This First Amendment to the Amended and Restated Exclusive License Agreement (hereinafter called “First Amendment”), to be effective as of the 30th day of November 2020 (hereinafter called “Amendment Date”), is by and between Baylor College of Medicine (hereinafter called “BCM”), a Texas nonprofit corporation having its principal place of business at One Baylor Plaza, Houston, Texas 77030, and ALLOVIR, INC., a corporation organized under the laws of Delaware and having a principal place of business at 2925 Richmond Ave., Suite 1274, Houston, Texas, 77098 and its Affiliates (hereinafter, collectively referred to as "LICENSEE"). The Amended and Restated Exclusive License Agreement, dated May 11, 2020, is referred to herein as the “Viral Infection License Agreement.” BCM and LICENSEE are sometimes referred to herein individually as a “Party” and are sometimes referred to herein collectively as the “Parties”.
REDEEMABLE PREFERRED STOCK REDEMPTION AGREEMENTRedeemable Preferred Stock Redemption Agreement • July 23rd, 2020 • Allovir, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS REDEEMABLE PREFERRED STOCK REDEMPTION AGREEMENT (this “Agreement”) is made and entered into effective as of September 17, 2018 by and between VIRACYTE, INC., a Delaware corporation (the “Company”), and the undersigned individuals (individually each a “Shareholder” and collectively “Shareholders”).
SUBLEASESublease • September 13th, 2021 • Allovir, Inc. • Biological products, (no disgnostic substances)
THIS SUBLEASE (“Sublease”) is made and entered into as of the 8th day of September, 2021 by and between AMAG Pharmaceuticals, Inc., a Delaware Corporation (“Tenant”), and AlloVir, Inc., a Delaware corporation (“Subtenant”).
ROYALTY AGREEMENTRoyalty Agreement • December 9th, 2024 • Allovir, Inc. • Biological products, (no disgnostic substances) • Delaware
This Royalty Agreement (this “Agreement”), is dated as of July 18, 2024 (the “Effective Date”), by and between Kalaris Therapeutics, Inc. (the “Company”) and Samsara BioCapital, L.P. (“Samsara”). The Company and Samsara may sometimes individually be referred to hereafter as a “Party” or collectively as the “Parties”.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • February 12th, 2021 • Allovir, Inc. • Biological products, (no disgnostic substances)
This Exclusive License Agreement (hereinafter called “Agreement”), to be effective as of the 30th day of November 2020 (hereinafter called “Agreement Date”), is by and between Baylor College of Medicine (hereinafter called “BCM”), a Texas nonprofit corporation having its principal place of business at One Baylor Plaza, Houston, Texas 77030, and ALLOVIR, INC., a corporation organized under the laws of Delaware and having a principal place of business at 2925 Richmond Ave., Suite 1274, Houston, Texas, 77098 and its Affiliates (hereinafter, collectively referred to as "LICENSEE"). BCM and LICENSEE are sometimes referred to herein individually as a “Party” and are sometimes referred to herein collectively as the “Parties”.
VIRACYTE, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 3rd, 2020 • Allovir, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the [8th] day of May, 2019, by and among ViraCyte, 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”, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Founder” that becomes a party to this Agreement in accordance with Section 6.9 hereof.
SUBLEASE AGREEMENTSublease Agreement • July 6th, 2020 • Allovir, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS SUBLEASE AGREEMENT (this “Sublease”) is made and entered into effective as of the First day of May, 2019 (the “Effective Date”) by and between ELEVATEBIO MANAGEMENT, INC., a Delaware corporation, (“Sublandlord”) and ALLOVIR, INC., a Delaware corporation (“Subtenant”, and Sublandlord and Subtenant may sometimes hereinafter be collectively referred to as the “Parties”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • December 20th, 2024 • Allovir, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SEPARATION AGREEMENT AND RELEASE (the “Separation Agreement and Release”) is entered into between Diana Brainard (the “Employee”) as a condition to receiving the severance benefits (the “Severance Amount”) to be provided to the Employee by Allovir, Inc. (the “Company”) pursuant to the Executive Employment Agreement between the Company and Employee (the “Employment Agreement”) dated March 17, 2021. This is the Separation Agreement and Release referenced in Paragraph 9 of the Employment Agreement. Terms with initial capitalization that are not otherwise defined in this Separation Agreement and Release have the meanings set forth in the Employment Agreement. This Separation Agreement and Release is effective as of December 19, 2024.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • November 8th, 2024 • Allovir, Inc. • Biological products, (no disgnostic substances)
The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement’’) understands that AlloVir, Inc., a Delaware corporation (“Parent”), is entering into an Agreement and Plan of Merger, dated as of [•], 2024 (as the same may be amended from time to time, the “Merger Agreement’’) with Aurora Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, and Kalaris Therapeutics, 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.
FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • November 8th, 2024 • Allovir, Inc. • Biological products, (no disgnostic substances) • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of [•], 2024, by and among Kalaris Therapeutics, Inc., a Delaware corporation (the “Company”), AlloVir, Inc., a Delaware corporation (“Parent”), and the undersigned holder (the “Stockholder”) of Shares (as defined below) 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).
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Exclusive License Agreement • July 23rd, 2020 • Allovir, Inc. • Biological products, (no disgnostic substances)
This Amended and Restated Exclusive License Agreement (hereinafter called “Agreement”), to be effective as of the 11th day of May 2020 (hereinafter called “Agreement Date”), is by and between Baylor College of Medicine (hereinafter called “BCM”), a Texas nonprofit corporation having its principal place of business at One Baylor Plaza, Houston, Texas 77030, and ALLOVIR, INC. (formerly ViraCyte, LLC), a corporation organized under the laws of Delaware and having a principal place of business at 2925 Richmond Ave., Suite 1274, Houston, Texas, 77098 and its Affiliates (hereinafter, collectively referred to as “LICENSEE”). BCM and LICENSEE are sometimes referred to herein individually as a “Party” and are sometimes referred to herein collectively as the “Parties”.
CONSULTING AGREEMENTConsulting Agreement • July 28th, 2021 • Allovir, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Consulting Agreement (“Consulting Agreement”) is entered into as of July 22, 2021, by and between AlloVir, Inc., a Delaware corporation with an address at 139 Main St., Suite 500 Cambridge, MA 02142 (the “Company”), and David Hallal (“Consultant”), effective as of the Effective Date (as defined below) except as otherwise expressly provided below.
ASSET RENTAL AGREEMENTAsset Rental Agreement • June 3rd, 2020 • Allovir, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS ASSET RENTAL AGREEMENT (“ERA”), effective as of May 1, 2019, (the “Effective Date”) is made by and between ElevateBio Management, Inc., a Delaware Corporation with an office at 139 Main Street, Suite 500, Cambridge, MA 02142, (“ElevateBio”) and Allovir, Inc., a Delaware Corporation with an office at 2925 Richmond Ave., Suite 1274, Houston, Texas 77098 (“Allovir”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 22nd, 2021 • Allovir, Inc. • Biological products, (no disgnostic substances) • Delaware
This Executive Employment Agreement (this “Agreement”) is entered into between Allovir, Inc., a Delaware corporation (“Company”) and Diana Brainard (“Employee”). This Agreement is effective as of the date the Agreement becomes fully executed by the parties (the “Effective Date”).
SPONSORED RESEARCH CONTRACTSponsored Research Contract • July 23rd, 2020 • Allovir, Inc. • Biological products, (no disgnostic substances) • Texas
THIS CONTRACT, effective June 8, 2019 (hereinafter the “Effective Date”), is entered into by and between Baylor College of Medicine (hereinafter “Baylor”) and AlloVir LLC, a Delaware Corporation, with principal offices located at 2925 Richmond Ave, Suite 1274, Houston, TX 77098 (hereinafter “Sponsor”), governing research to be conducted at Baylor in the laboratory of Dr. Ann Leen (hereinafter “Principal Investigator”).
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 AGREEMENT...License Agreement • December 9th, 2024 • Allovir, Inc. • Biological products, (no disgnostic substances) • California
This License Agreement (“Agreement”) is made by and between Theia Therapeutics, Inc., a Delaware corporation having an address at 628 Middlefield Road, Palo Alto, CA 94301 (“LICENSEE”) and The Regents of the University of California, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200 (“UNIVERSITY”), represented by its San Diego campus having an address at University of California, San Diego, Office of Innovation & Commercialization, Mail Code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 (“UCSD”).
TERMINATION OF SUBLEASE AGREEMENTTermination of Sublease Agreement • June 11th, 2024 • Allovir, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS TERMINATION OF SUBLEASE AGREEMENT (this “Agreement”) is made as of the 5th day of June, 2024, by and between AMAG PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”) and ALLOVIR, INC., a Delaware corporation (“Subtenant”).
RESEARCH COLLABORATION AGREEMENTResearch Collaboration Agreement • February 12th, 2021 • Allovir, Inc. • Biological products, (no disgnostic substances)
THIS RESEARCH COLLABORATION AGREEMENT (the “Agreement”), effective November 30, 2020 (hereinafter the “Effective Date”), is entered into by and between Baylor College of Medicine (hereinafter “Baylor”) and AlloVir, Inc., a Delaware Corporation, with principal offices located at 2925 Richmond Ave, Suite 1274, Houston, TX 77098 (hereinafter “AlloVir”), governing research to be conducted at Baylor in the laboratory of Dr. Ann Leen (hereinafter “Principal Investigator”).
CONSULTING AGREEMENTConsulting Agreement • December 9th, 2024 • Allovir, Inc. • Biological products, (no disgnostic substances) • California
This Consulting Agreement (this “Agreement”) is made and entered into effective as of July 1, 2021 (the “Effective Date”) by and between Theia Therapeutics, Inc., a Delaware corporation with its principal place of business at 628 Middlefield Road, Palo Alto, CA 94301 (the “Company”), and Napoleone Ferrara, M.D., an individual with an address at [***] (“Consultant”) (each herein referred to individually as a “Party,” or collectively as the “Parties”).
