Metagenomi, Inc. [•] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • February 5th, 2024 • Metagenomi, Inc. • Biological products, (no disgnostic substances) • New York
Metagenomi, 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, 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”.
METAGENOMI, INC. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • February 5th, 2024 • Metagenomi, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Metagenomi, Inc., a Delaware corporation (the “Company”), and [Director Name] (“Indemnitee”).
METAGENOMI, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 5th, 2024 • Metagenomi, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of January 24, 2024, by and among Metagenomi, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
CONFIDENTIALITY, NON-INTERFERENCE, AND ASSIGNMENT OF INVENTIONS AGREEMENTConfidentiality Agreement • January 5th, 2024 • Metagenomi Technologies, LLC • Biological products, (no disgnostic substances)
THIS CONFIDENTIALITY, NON-INTERFERENCE, AND ASSIGNMENT OF INVENTIONS AGREEMENT (this “Agreement”) is made and entered into as of the date of the last signature below (“Effective Date”), by and between METAGENOMI, INC. (“Company”), having a principal place of business at 5959 Horton Avenue, Emeryville, CA 94608, and ___________(or “Employee”), having a residence at the address listed in the signature block below.
STRATEGIC COLLABORATION AND LICENSE AGREEMENT Between MODERNATX, INC. and METAGENOMI, INC. October 29, 2021Strategic Collaboration and License Agreement • January 5th, 2024 • Metagenomi Technologies, LLC • Biological products, (no disgnostic substances) • New York
This STRATEGIC COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of October 29, 2021 (the “Effective Date”) by and between METAGENOMI, INC., a company incorporated under the laws of Delaware having an address at 1545 Park Ave, Emeryville, CA 94608 (“Metagenomi”), and MODERNATX, INC., a corporation organized and existing under the laws of Delaware, with its principal business office located at 200 Technology Square, Cambridge, MA 02139 (“Moderna”). Moderna and Metagenomi are each hereafter referred to individually as a “Party” and together as the “Parties.”
LEASE By and Between PARK AVENUE BUILDING LLC, a California limited liability company “Landlord” And METAGENOMI, INC., a Delaware corporation, “Tenant” Dated: September 29, 2021Lease Agreement • January 5th, 2024 • Metagenomi Technologies, LLC • Biological products, (no disgnostic substances) • California
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 5th, 2024 • Metagenomi Technologies, LLC • Biological products, (no disgnostic substances) • California
This Executive Employment Agreement (the “Agreement”) is entered into as of the 20th day of March, 2023 (the “Effective Date”) by and among Brian C. Thomas (the “Executive”), Metagenomi Inc. (the “Company”) and Metagenomi Technologies, LLC, the parent of the Company (the “Parent,” and together with the Company, “Metagenomi”). The Executive and the Company are collectively referred to as the “Parties”). This Agreement shall be effective as of the Effective Date.
AGREEMENT AND PLAN OF MERGERMerger Agreement • February 5th, 2024 • Metagenomi, Inc. • Biological products, (no disgnostic substances) • Delaware
This Agreement and Plan of Merger (this “Agreement”) is entered into as of January 24, 2024, by and among Metagenomi Technologies, LLC a Delaware limited liability company (the “Parent”) and Metagenomi, Inc., a Delaware corporation and wholly owned subsidiary of Parent (the “Company”).
DEVELOPMENT, OPTION AND LICENSE AGREEMENT BY AND BETWEEN METAGENOMI, INC. and AFFINI-T THERAPEUTICS, INC. June 14, 2022Development, Option and License Agreement • January 5th, 2024 • Metagenomi Technologies, LLC • Biological products, (no disgnostic substances) • New York
This DEVELOPMENT, OPTION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of June 14, 2022 (the “Effective Date”) by and between Metagenomi, Inc. (“Metagenomi”), a Delaware corporation having a place of business at 1545 Park Ave., Emeryville CA 94608, and Affini-T Therapeutics, Inc., a Delaware corporation having a place of business at 343 Arsenal St., Watertown, MA 02472 (“Affini-T”). Each of Metagenomi and Affini-T is sometimes referred to individually herein as a “Party” and collectively as the “Parties”.
COLLABORATION AND LICENSE AGREEMENT BETWEEN METAGENOMI, INC. AND IONIS PHARMACEUTICALS, INC. DATED NOVEMBER 10, 2022Collaboration and License Agreement • January 5th, 2024 • Metagenomi Technologies, LLC • Biological products, (no disgnostic substances) • New York
This COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of November 10, 2022 (the “Effective Date”), by and between Ionis Pharmaceuticals, Inc., a Delaware corporation, having its principal place of business at 2855 Gazelle Court, Carlsbad, CA 92010 (“Ionis”), and Metagenomi, Inc., a Delaware corporation, having its principal place of business at 1545 Park Avenue, Emeryville, CA 94608 (“Metagenomi”). Metagenomi and Ionis are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
August 19, 2021Independent Manager Offer Letter • January 5th, 2024 • Metagenomi Technologies, LLC • Biological products, (no disgnostic substances) • California
Metagenomi Technologies, LLC, a Delaware Limited Liability Company (the “Company” or “we” or “our”), is pleased to offer you a position as a member of its Board of Managers (the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position as a member of the Board, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company. The terms of our offer are as follows:
• 1545 PARK AVENUE • • EMERYVILLE, CALIFORNIA • • NET LEASE • BASIC LEASE INFORMATIONNet Lease • January 5th, 2024 • Metagenomi Technologies, LLC • Biological products, (no disgnostic substances) • California
THIS NET LEASE (this “Lease”) is made as of the date specified in the BASIC LEASE INFORMATION sheet, by and between the landlord specified in the BASIC LEASE INFORMATION sheet (“Landlord”) and the tenant specified in the BASIC LEASE INFORMATION sheet (“Tenant”).
