AEROVATE THERAPEUTICS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [·], 202[·] Subordinated Debt SecuritiesIndenture • June 10th, 2024 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [·], 202 , among AEROVATE THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
●] Shares AEROVATE THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 24th, 2021 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations • New York
Introductory. Aerovate Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [●] shares of its common stock, par value $0.0001 per share (the “Shares”). The [●] Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [●] Shares as provided in Section 2. The additional [●] Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”), Cowen and Company, LLC (“Cowen”) and Evercore Group L.L.C. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares.
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 6th, 2021 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 5th day of August, 2020 (the “Effective Date”), by and among Aerovate Therapeutics 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 any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
Aerovate therapeutics, INC. [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • June 17th, 2021 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Aerovate Therapeutics, Inc., a Delaware corporation (the “Company”), and [Director Name] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 25th, 2021 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations • California
This Employment Agreement (“Agreement”) is made between Aerovate Therapeutics Inc., a Delaware corporation (the “Company”), and Hunter Gillies, M.B.Ch.B. (the “Executive”) and is effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”). Except with respect to the Equity Documents (as defined below), this Agreement supersedes in all respects all prior agreements between you and the Company regarding the subject matter herein, including without limitation (i) the letter agreement between you and the Company dated April 27, 2020 (the “Prior Agreement”), and (ii) any offer letter, employment agreement or severance agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 31st, 2024 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2025, is entered into by and among Jade Biosciences, Inc., a Delaware corporation (the “Company”), Aerovate Therapeutics, Inc., a Delaware corporation (the “Parent”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the Company and the parties hereto, dated as of October 30, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • October 31st, 2024 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of October 30, 2024, by and among Jade Biosciences, Inc., a Delaware corporation (the “Company”), Aerovate Therapeutics, 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).
AEROVATE. INC. c/o RA Capital ManagementEmployment Agreement • June 9th, 2021 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
We are pleased to extend you this offer of employment to serve as the Chief Medical Officer of Aerovate, Inc. (the “Company”) on the terms set forth herein. This offer may be accepted by countersigning where indicated at the end of this letter agreement. For purposes of this letter agreement, we have agreed that your start date is May 1, 2020 (the “Start Date”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • October 31st, 2024 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations
The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement’’) understands that Aerovate Therapeutics, Inc., a Delaware corporation (“Parent”), is entering into an Agreement and Plan of Merger, dated as of October 30, 2024 (as the same may be amended from time to time, the “Merger Agreement’’) with Caribbean Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, Caribbean Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent, and Jade Biosciences, 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 PARENT STOCKHOLDER SUPPORT AGREEMENTParent Stockholder Support Agreement • October 31st, 2024 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of October 30, 2024, by and among Jade Biosciences, Inc., a Delaware corporation (the “Company”), Aerovate Therapeutics, 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).
FIRST AMENDMENT TO LEASELease • May 13th, 2024 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE (this "Amendment") is made and entered into as of January 2nd, 2024 (the "Effective Date"), by and between PDM 930 Unit, LLC, a Delaware limited liability company ("Landlord"), and Aerovate Therapeutics, Inc., a Delaware corporation ("Tenant").
AEROVATE. INC. c/o RA Capital ManagementEmployment Agreement • June 9th, 2021 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
We are pleased to extend you this offer of employment to serve as the President of Aerovate, Inc. (the "Company") on the terms set forth herein. This offer may be accepted by countersigning where indicated at the end of this letter agreement. For purposes of this letter agreement, we have agreed that your start date is January 1, 2020 (the "Start Date").
ATM EQUITY OFFERINGSM SALES AGREEMENTAtm Equity Offerings Sales Agreement • April 5th, 2023 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations • New York
Aerovate Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through BofA Securities, Inc., as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.0001 per share (the “Common Shares”), having an aggregate offering price of up to $75,000,000 on the terms set forth in this agreement (this “Agreement”). The Company agrees that whenever it determines to sell Shares (as defined below) directly to the Agent as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3(b)(vii) hereof. References herein to “this Agreement” or to matters contained “herein” or “hereunder”, or words of similar import, mean this ATM Equity OfferingSM Sales Agreement and any applicable Terms Agreement.
LEASE BETWEEN PDM 930 UNIT, LLC AND AEROVATE THERAPEUTICS, INC. FOR PREMISES LOCATED AT RESERVOIR WOODSLease Agreement • August 12th, 2021 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
AGREEMENT AND PLAN OF MERGER by and among AEROVATE THERAPEUTICS, INC., CARIBBEAN MERGER SUB I, INC. CARIBBEAN MERGER SUB II, LLC and JADE BIOSCIENCES, INC. Dated as of October 30, 2024Merger Agreement • October 31st, 2024 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 30, 2024, by and among Aerovate Therapeutics, Inc., a Delaware corporation (“Parent”), Caribbean Merger Sub I, Inc., a Delaware corporation (“First Merger Sub”) and wholly owned subsidiary of Parent, Caribbean Merger Sub II, LLC, a Delaware limited liability company (“Second Merger Sub” and, together with First Merger Sub, “Merger Subs”) and wholly owned subsidiary of Parent, and Jade Biosciences, Inc., a Delaware corporation (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 31st, 2024 • Aerovate Therapeutics, Inc. • Pharmaceutical preparations • Delaware
