MBX BIOSCIENCES, INC. [•] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • September 9th, 2024 • MBX Biosciences, Inc. • Pharmaceutical preparations • New York
MBX 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 [•] shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, 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”.
EMPLOYMENT AGREEMENTEmployment Agreement • August 30th, 2024 • MBX Biosciences, Inc. • Pharmaceutical preparations
This Employment Agreement (“Agreement”) is made between MBX Biosciences, Inc., a Delaware corporation (the “Company”), and Richard Bartram (the “Executive”) and is effective as of the closing of the Company’s first underwritten public offering of its equity securities (the “IPO”) pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”). Except with respect to the Restrictive Covenants Agreement and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the Employment Agreement between the Executive and the Company dated March 16, 2022 (the “Prior Agreement”), and (ii) any other offer letter, employment agreement or severance agreement.
MBX BIOSCIENCES, INC. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • August 30th, 2024 • MBX Biosciences, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [Date] by and between MBX Biosciences, Inc., a Delaware corporation (the “Company”), and [Director Name] (“Indemnitee”).
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 23rd, 2024 • MBX Biosciences, Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 2nd day of August, 2024, by and among MBX Biosciences, 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.”
CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXCLUSIVE...Exclusive License Agreement • August 23rd, 2024 • MBX Biosciences, Inc. • Pharmaceutical preparations
Indiana University Research and Technology Corporation (“IURTC”), a non-profit corporation organized under the laws of the State of Indiana, represented by The Trustees of Indiana University (“IU”), a body politic and corporate of the State of Indiana, having its principal offices at 107 S. Indiana Ave., Bloomington, IN 47405; and
CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OFFICE LEASEOffice Lease • August 23rd, 2024 • MBX Biosciences, Inc. • Pharmaceutical preparations • Indiana
THIS LEASE is entered into and made as of the 28th day of April, 2022 by and between ZELLER- CARMEL PROPERTY, L.L.C., a Delaware limited liability company (“Landlord”), and MBX BIOSCIENCES, INC., a Delaware corporation (“Tenant”).
