Turnstone Biologics Corp. (a Delaware corporation) [ ] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 17th, 2023 • Turnstone Biologics Corp. • Biological products, (no disgnostic substances) • New York
TURNSTONE BIOLOGICS CORP. INDEMNITY AGREEMENTIndemnity Agreement • June 26th, 2023 • Turnstone Biologics Corp. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 2023, is made by and between TURNSTONE BIOLOGICS CORP., a Delaware corporation (the “Company”), and (“Indemnitee”).
LEASE by and between BMR-ATHENA LP, a Delaware limited partnership and TURNSTONE BIOLOGICS CORP., a Delaware corporationLease Agreement • May 15th, 2023 • Turnstone Biologics Corp. • Biological products, (no disgnostic substances)
THIS LEASE (this “Lease”) is entered into as of this 23rd day of [June], 2021 (the “Execution Date”), by and between BMR-ATHENA LP, a Delaware limited partnership (“Landlord”), and TURNSTONE BIOLOGICS CORP., a Delaware corporation (“Tenant”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION dated as of December 11, 2020 by and among TURNSTONE BIOLOGICS CORP., FLATIRON MERGER SUB I, INC., FLATIRON MERGER SUB II, LLC, MYST THERAPEUTICS, INC., and TIMOTHY LANGER, solely in his capacity as...Merger Agreement • May 15th, 2023 • Turnstone Biologics Corp. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of December 11, 2020 by and among (i) Turnstone Biologics Corp., a Delaware corporation (“Parent”); (ii) Flatiron Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”); (iii) Flatiron Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Parent (“Merger LLC”); (iv) Myst Therapeutics, Inc., a Delaware corporation (the “Company”); and (v) Timothy Langer, solely in his capacity as the representative, agent and attorney-in-fact of the Equityholders (the “Equityholders Representative”), but solely with respect to the provisions expressly applicable to the Equityholders Representative as set forth herein (each, a “Party” and collectively the “Parties”).
AMENDED AND RESTATED MASTER COLLABORATION AGREEMENTMaster Collaboration Agreement • June 12th, 2023 • Turnstone Biologics Corp. • Biological products, (no disgnostic substances)
THIS AMENDED AND RESTATED MASTER COLLABORATION AGREEMENT (this “Agreement) is entered into on January 1st, 2021 (hereinafter “Effective Date) by and between H. Lee Moffitt Cancer Center and Research Institute, Inc. a non-profit Florida corporation organized pursuant to Section 1004.43, Florida Statutes, whose address is 12902 Magnolia Drive Tampa, Florida 33612 (“Moffitt”) and Turnstone Biologics Corp., a corporation duly organized under the laws of Delaware whose address is 920 Broadway, 16th Floor, New York, NY 10010 (hereinafter “Company”). Moffitt and Company are hereinafter referred to individually as “Party” and collectively as “Parties.”
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 13th, 2024 • Turnstone Biologics Corp. • Biological products, (no disgnostic substances) • North Carolina
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of April 26, 2024, by and among BANC OF CALIFORNIA, a California state-chartered bank (“Bank”); TURNSTONE BIOLOGICS CORP., a Delaware corporation (“Parent” or “Borrower”); and MYST THERAPEUTICS, LLC, a Delaware limited liability company(“Myst”; and together with each other Person that becomes a guarantor hereunder from time to time (each a “Guarantor” and, collectively, “Guarantors”; Borrower and Guarantors are each referred to herein as a “Loan Party” and, collectively, as “Loan Parties”).
ContractEmployment Agreement • May 15th, 2023 • Turnstone Biologics Corp. • Biological products, (no disgnostic substances)
Certain information has been excluded from this agreement (indicated by “[***]”) because such information is both not material and the type that the registrant customarily and actually treats as private or confidential.
LIFE SCIENCE ALLIANCE AGREEMENT by and between H. Lee Moffitt Cancer Center and Research Institute, Inc. and Turnstone Biologics Corp.Life Science Alliance Agreement • May 15th, 2023 • Turnstone Biologics Corp. • Biological products, (no disgnostic substances)
THIS LIFE SCIENCE ALLIANCE AGREEMENT (the “Agreement”) is made effective as of June 1, 2022 (the “Effective Date”) by and between the H. Lee Moffitt Cancer Center and Research Institute, Inc., a Florida non-profit corporation having a principal place of business 12902 Magnolia Drive, Tampa, Florida 33612 (“Moffitt CCRI”), for itself and on behalf of each of its Affiliates that is a counterparty signatory to an Underlying Agreement (as defined below), and Turnstone Biologics Corp., a corporation duly organized under the laws of the State of Delaware whose address is 920 Broadway, 16th Floor, New York, New York 10010 (hereinafter “Company”).
ContractEmployment Agreement • May 15th, 2023 • Turnstone Biologics Corp. • Biological products, (no disgnostic substances)
Certain information has been excluded from this agreement (indicated by “[***]”) because such information is both not material and the type that the registrant customarily and actually treats as private or confidential.
ContractEmployment Agreement • May 15th, 2023 • Turnstone Biologics Corp. • Biological products, (no disgnostic substances)
Certain information has been excluded from this agreement (indicated by “[***]”) because such information is both not material and the type that the registrant customarily and actually treats as private or confidential.
ContractEmployment Agreement • May 15th, 2023 • Turnstone Biologics Corp. • Biological products, (no disgnostic substances)
Certain information has been excluded from this agreement (indicated by “[***]”) because such information is both not material and the type that the registrant customarily and actually treats as private or confidential.
ContractEmployment Agreement • May 15th, 2023 • Turnstone Biologics Corp. • Biological products, (no disgnostic substances)
Certain information has been excluded from this agreement (indicated by “[***]”) because such information is both not material and the type that the registrant customarily and actually treats as private or confidential.
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 12th, 2023 • Turnstone Biologics Corp. • Biological products, (no disgnostic substances) • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 29th day of June, 2021, by and among Turnstone Biologics Corp., a Delaware corporation (the “Company”), and each of the stockholders listed on Schedule A hereto, each of which is referred to in this Agreement as a “Stockholder” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
Certain information has been excluded from this agreement (indicated by “[***]”) because such information is both not material and the type that the registrant customarily and actually treats as private or confidential.Employment Agreement • June 12th, 2023 • Turnstone Biologics Corp. • Biological products, (no disgnostic substances)
It is my pleasure to extend to you this offer of employment with Turnstone Biologics Corp. (“Turnstone” or the “Company”). We are enthusiastic about the prospect of you joining our company! The specifics of our offer to you are as follows:
ContractEmployment Agreement • May 15th, 2023 • Turnstone Biologics Corp. • Biological products, (no disgnostic substances) • Ontario
Certain information has been excluded from this agreement (indicated by “[***]”) because such information is both not material and the type that the registrant customarily and actually treats as private or confidential.
