•] American Depositary Shares, representing [•] Ordinary Shares Underwriting AgreementUnderwriting Agreement • August 3rd, 2020 • Freeline Therapeutics Holdings PLC • Biological products, (no disgnostic substances) • New York
Freeline Therapeutics Holdings plc, a public limited company incorporated under the laws of England and Wales (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”), and the Underwriters propose to purchase, an aggregate of [•] American Depositary Shares (“ADSs”), representing [•] ordinary shares, nominal value £0.00001 per share (the “Ordinary Shares”), of the Company (the “Underwritten ADSs”) and, at the option of the Underwriters, up to an additional [•] ADSs, representing [•] Ordinary Shares (the “Option ADSs”). The Underwritten ADSs and the Option ADSs are herein referred to as the “Offered ADSs.” The Ordinary Shares represented by the Underwritten ADSs are herein referred to as the “Underwritten Shares,” the Ordinary Shares represented by the Option ADSs are herein referred to as the “Option Shares” and the Underwritten Shares and Option Shares are
DEPOSIT AGREEMENTDeposit Agreement • March 31st, 2021 • Freeline Therapeutics Holdings PLC • Biological products, (no disgnostic substances) • New York
DEPOSIT AGREEMENT, dated as of August 11, 2020, by and among (i) Freeline Therapeutics Holdings plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • November 17th, 2021 • Freeline Therapeutics Holdings PLC • Biological products, (no disgnostic substances) • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 23rd, 2022 • Freeline Therapeutics Holdings PLC • Biological products, (no disgnostic substances) • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 18, 2022, by and between FREELINE THERAPEUTICS HOLDINGS PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
DEED OF INDEMNITYDeed of Indemnity • July 17th, 2020 • Freeline Therapeutics Holdings PLC • Biological products, (no disgnostic substances) • England and Wales
FREELINE THERAPEUTICS HOLDINGS PLC (a public limited company organized under the laws of England and Wales) 24,857,144 American Depositary Shares Representing an Aggregate of 24,857,144 Ordinary Shares PURCHASE AGREEMENTPurchase Agreement • March 15th, 2022 • Freeline Therapeutics Holdings PLC • Biological products, (no disgnostic substances) • New York
Freeline Therapeutics Holdings plc, a public limited company organized under the laws of England and Wales (the “Company”), confirms its agreement with each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”), with respect to the issuance and sale by the Company and the purchase by the Purchasers, severally and not jointly, of an aggregate of 24,857,144 American Depositary Shares of the Company (“ADSs”), each ADS representing one ordinary share, nominal value £0.00001 per share, of the Company (“Ordinary Shares”). The new Ordinary Shares represented by the ADSs are herein called the “Shares.”
NONEXCLUSIVE LICENSE AGREEMENT FACTOR IX VECTOR PRODUCTION TECHNOLOGYNonexclusive License Agreement • July 17th, 2020 • Freeline Therapeutics Holdings PLC • Biological products, (no disgnostic substances) • New York
THIS AGREEMENT is entered into as of 24 March 2017 (the “Effective Date”) by and between St. Jude Children’s Research Hospital, a Tennessee not for profit corporation having a place of business at 262 Danny Thomas Place, Memphis, Tennessee 38105 (hereinafter “St. Jude”) and Freeline Therapeutics Limited, a limited liability company having a place of business at 215 Euston Road, London NW1 2BE (hereinafter “Licensee”).
REGISTRATION RIGHTS AGREEMENT dated as of August 11, 2020 among FREELINE THERAPEUTICS HOLDINGS PLC And THE SHAREHOLDERS NAMED HEREINRegistration Rights Agreement • March 31st, 2021 • Freeline Therapeutics Holdings PLC • Biological products, (no disgnostic substances) • New York
This Registration Rights Agreement dated as of August 11, 2020 (this “Agreement”), is by and among Freeline Therapeutics Holdings plc (the “Company”) and the shareholders listed in Schedule A hereto (collectively, the “Shareholders”). Capitalized terms used but not defined elsewhere herein have the meanings assigned to them in Section 1.1.
AMENDMENT #1 TO THE NONEXCLUSIVE LICENSE AGREEMENT FACTOR IX VECTOR PRODUCTION TECHNOLOGYNonexclusive License Agreement • July 17th, 2020 • Freeline Therapeutics Holdings PLC • Biological products, (no disgnostic substances) • New York
THIRD DEED OF AMENDMENT AND TERMINATION between UCL BUSINESS LTD and FREELINE THERAPEUTICS LIMITEDDeed of Amendment and Termination • July 17th, 2020 • Freeline Therapeutics Holdings PLC • Biological products, (no disgnostic substances)
DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENTDevelopment and Manufacturing Services Agreement • July 17th, 2020 • Freeline Therapeutics Holdings PLC • Biological products, (no disgnostic substances) • New York
This DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT (this “Agreement”), effective as of this 6th day of October, 2017 (the “Effective Date”), between, Freeline Therapeutics Limited (“Customer”), having its principal place of business at 215 Euston Road, London NW1 2BE, UK, and Brammer Bio MA, LLC, a Delaware limited liability company with offices at 250 Binney Street, Cambridge, MA 02142 (“Brammer”). Customer and Brammer are referred to herein each as a “Party” and collectively as the “Parties”.
Services AgreementServices Agreement • July 10th, 2020 • Freeline Therapeutics Holdings LTD • Biological products, (no disgnostic substances)
This services agreement, hereafter referred to as the “Agreement”, is entered into on 11th OCT. 2016 (the “Effective Date”) by and between
PURCHASE AGREEMENTPurchase Agreement • March 23rd, 2022 • Freeline Therapeutics Holdings PLC • Biological products, (no disgnostic substances) • Illinois
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of March 18, 2022, is made by and between FREELINE THERAPEUTICS HOLDINGS PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
Certain confidential information contained in this document, marked by [**], has been omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.Collaboration Agreement • July 17th, 2020 • Freeline Therapeutics Holdings PLC • Biological products, (no disgnostic substances) • England and Wales
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***].Agreement for the Sale and Purchase of Shares • April 4th, 2023 • Freeline Therapeutics Holdings PLC • Biological products, (no disgnostic substances) • England
Certain information contained in this exhibit, identified by [***], has been omitted pursuant to Item 601(b)(2)(ii) or 601(b)(10)(iv) of Regulation S-K, as applicable, because it is both not material and is the type that the registrant treats as...Collaboration Agreement • March 31st, 2022 • Freeline Therapeutics Holdings PLC • Biological products, (no disgnostic substances) • England and Wales
COLLABORATOR as “Collaborator(s)” or “All Collaborators”). Collaborators are not and will not be deemed to be the agents, visitors or subcontractors of Catapult for the purposes of this Agreement.
Certain confidential information contained in this document, marked by [**], has been omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.Licence Agreement • July 17th, 2020 • Freeline Therapeutics Holdings PLC • Biological products, (no disgnostic substances) • England
of the Effective Date, and obtain an option to acquire other parts of the Technology which is existing as of the Effective Date and which will arise after the Effective Date through the ongoing performance of certain Programs, in each case upon the terms of this Agreement, and UCLB wishes to grant such rights to Liverco and does so with the consent and support of UCL and AN.
DEDICATED MANUFACTURING AND COMMERCIAL SUPPLY AGREEMENTDedicated Manufacturing and Commercial Supply Agreement • July 10th, 2020 • Freeline Therapeutics Holdings LTD • Biological products, (no disgnostic substances) • New York
This DEDICATED MANUFACTURING AND COMMERCIAL SUPPLY AGREEMENT (this “Agreement”), effective as of this 30th day of June, 2020 (the “Effective Date”), between, Freeline Therapeutics Limited, having its principal place of business at Stevenage Bioscience Catalyst, Gunnels Wood Road, Stevenage, Herts, SG1 2FX, UK (“Customer”), and Brammer Bio MA, LLC, a Delaware limited liability company with offices at 250 Binney Street, Cambridge, MA 02142 (“Brammer”). Customer and Brammer are referred to herein each as a “Party” and collectively as the “Parties.”
CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL. 22 NOVEMBER 2023Implementation Agreement • November 22nd, 2023 • Freeline Therapeutics Holdings PLC • Biological products, (no disgnostic substances)
AMENDMENTAmendment • July 17th, 2020 • Freeline Therapeutics Holdings PLC • Biological products, (no disgnostic substances)
FREELINE THERAPEUTICS LIMITED, a company incorporated in England and Wales (Company No. 09500073} with registered office address at Stevenage Bioscience Catalyst, Gunnels Wood Road, Stevenage, Herts, SGl 2FX, United Kingdom, hereafter referred as “FREELINE”,
Biopharma Services Agreement [**] MCB & WCB manufacturing & releaseBiopharma Services Agreement • June 29th, 2020 • Freeline Therapeutics Holdings LTD • Biological products, (no disgnostic substances)
NOVASEP offers you a unique combination of services and advanced technologies for producing and purifying your biopharmaceuticals, from laboratory to industrial scale:
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***].Ip Deed of Assignment and License • April 4th, 2023 • Freeline Therapeutics Holdings PLC • Biological products, (no disgnostic substances) • England
IP Deed of Assignment and License betweenFreeline Therapeutics LimitedandAscend Gene and Cell Therapies Ltd Dated 08 February 2023
Certain confidential information contained in this document, marked by [**], has been omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.Amendment to Service Agreement • June 29th, 2020 • Freeline Therapeutics Holdings LTD • Biological products, (no disgnostic substances)
FREELINE THERAPEUTICS LIMITED, a company incorporated in England and Wales (Company No. 09500073) with registered office address at Stevenage Bioscience Catalyst, Gunnels Wood Road, Stevenage, Herts, SG1 2FX, United Kingdom, hereafter referred as “FREELINE”,
EXECUTION VERSION Security Agreement between The Companies listed in Schedule 1 as Chargors and Syncona Portfolio Limited as Lender relating to U.S.$15,000,000 Fixed Rate Convertible Loan Notes due 2024Security Agreement • November 22nd, 2023 • Freeline Therapeutics Holdings PLC • Biological products, (no disgnostic substances)
SERVICE AGREEMENT All Service LevelsService Agreement • July 17th, 2020 • Freeline Therapeutics Holdings PLC • Biological products, (no disgnostic substances) • New York
THIS SERVICE AGREEMENT (this “Agreement”) is made and entered into as of the 14th of May, 2018, (the “Effective Date”), by and between Aldevron, LLC, a North Dakota Limited Liability Company, located at 4837 Amber Valley Parkway, Fargo, ND, 58104 with manufacturing facilities for GMP-SourceTM and GMP services at 3233 15th Street South, Fargo, ND 58104, USA and 4055 41st Ave S, Fargo, ND 58104 (“ALDEVRON”), and Freeline Therapeutics Limited, a company incorporated in England, UK (Company No. 09500073), located at Stevenage Bioscience Catalyst, Gunnels Wood Road, Stevenage, Herts, SG1 2FX, United Kingdom and its affiliates (“CLIENT”).
Certain confidential information contained in this document, marked by [**], has been omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.Deed of Variation • June 29th, 2020 • Freeline Therapeutics Holdings LTD • Biological products, (no disgnostic substances)
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***]. TRANSITION SERVICES AGREEMENT between...Transition Services Agreement • April 4th, 2023 • Freeline Therapeutics Holdings PLC • Biological products, (no disgnostic substances) • England
This Transition Services Agreement is made and entered into effective as of 08 February 2023 (the “Effective Date”) by and between:
Certain confidential information contained in this document, marked by [**], has been omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.Licence Agreement • July 17th, 2020 • Freeline Therapeutics Holdings PLC • Biological products, (no disgnostic substances)
EXECUTION VERSION Supplemental Security Agreement between The Companies listed in Schedule 1 as Chargors and Syncona Portfolio Limited as Lender relating to U.S.$15,000,000 Fixed Rate Convertible Loan Notes due 2024Supplemental Security Agreement • January 17th, 2024 • Freeline Therapeutics Holdings PLC • Biological products, (no disgnostic substances)
