REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2020 • FS Development Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 11, 2020, is made and entered into by and among FS Development Corp., a Delaware corporation (the “Company”), FS Development Holdings, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 29th, 2022 • Disc Medicine, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 28, 2022, between Disc Medicine Opco, Inc. (f/k/a Disc Medicine, Inc.) a Delaware corporation, and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 14th, 2020 • FS Development Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 11, 2020 by and between FS Development Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • August 7th, 2020 • FS Development Corp. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2020, by and between FS Development Corp., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
DISC MEDICINE, INC. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENTSales Agreement • January 25th, 2023 • Disc Medicine, Inc. • Pharmaceutical preparations • New York
Disc Medicine, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Securities LLC (the “Agent”), as follows:
OPEN MARKET SALE AGREEMENTSMDisc Medicine, Inc. • October 10th, 2023 • Pharmaceutical preparations • New York
FS Development Corp. 600 Montgomery Street, Suite 4500 San Francisco, CA 94111FS Development Corp. • August 7th, 2020 • Blank checks • Delaware
FS Development Corp., a Delaware corporation (the “Company”, “we” or “us”), is pleased to accept the offer made by FS Development Holdings, LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 2,875,000 shares (the “Shares”) of Class B common stock of the Company, $0.0001 par value per share (“Common Stock”), up to 375,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one share of Common Stock and one, or a portion of one, warrant to purchase one share of Common Stock (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 2nd, 2022 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 23rd day of August, 2021, by and among Disc Medicine, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and any Investor that becomes a party to this Agreement in accordance with Section 6.9 hereof. The effectiveness of this Agreement will be conditioned upon the occurrence of the Closing (as defined in, and in accordance with, that certain Series B Preferred Stock Purchase Agreement, by and between the Company and the Investors, of even date herewith (the “Purchase Agreement”).
GEMINI THERAPEUTICS, INC.Officer Indemnification Agreement • February 11th, 2021 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [________________] by and between Gemini Therapeutics, Inc., a Delaware corporation (the “Company”), and [Officer] (“Indemnitee”).
GEMINI THERAPEUTICS, INC. DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • February 11th, 2021 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of February 5, 2021 by and between Gemini Therapeutics, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
FS Development Corp. San Francisco, California 94111Letter Agreement • August 14th, 2020 • FS Development Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between FS Development Corp., a Delaware corporation (the “Company”), and Jefferies LLC, as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 12,075,000 shares of the Company’s Class A common stock, par value $0.0001 per share (including up to 1,575,000 shares that may be purchased to cover over-allotments, if any) (the “Class A Common Stock”). The Class A Common Stock will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Class A Common Stock listed on The Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.
DISC MEDICINE, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTForm of Director Indemnification Agreement • December 29th, 2022 • Disc Medicine, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Disc Medicine, Inc., a Delaware corporation, together with its subsidiary, (the “Company”), and [Director] (“Indemnitee”).
DISC MEDICINE, INC. EMPLOYMENT AGREEMENTEmployment Agreement • February 7th, 2024 • Disc Medicine, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made between Disc Medicine, Inc., (the “Company”), and Jean Franchi (the “You”) and is effective as of the date this Agreement is fully executed by both parties (the “Effective Date”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 5th, 2021 • FS Development Corp. • Pharmaceutical preparations
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 5, 2021, by and among FS Development Corp., a Delaware corporation (the “Company”), the parties listed as Investors on Schedule I hereto (each, an “Investor” and collectively, the “Investors”) and Gemini Therapeutics, Inc., a Delaware company (“Gemini”).
LEASE AGREEMENTLease Agreement • September 2nd, 2022 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations • Massachusetts
THIS LEASE AGREEMENT (this “Lease”) is made as of this 29 day of October, 2021, between ARE-MA REGION NO. 75, LLC, a Delaware limited liability company (“Landlord”), and DISC MEDICINE, INC., a Delaware corporation (“Tenant”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 2021 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations
This Employment Agreement (“Agreement”) is made as of March 24, 2021 between Gemini Therapeutics, Inc., a Delaware corporation (the “Company”), and Dr. Sam Barone (the “Executive”).
PRIVATE PLACEMENT CLASS A COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • August 14th, 2020 • FS Development Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT CLASS A COMMON STOCK PURCHASE AGREEMENT, dated as of August 11, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between FS Development Corp., a Delaware corporation (the “Company”), and FS Development Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
DISC MEDICINE, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENTForm of Officer Indemnification Agreement • December 29th, 2022 • Disc Medicine, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________________ by and between Disc Medicine, Inc., a Delaware corporation, together with its subsidiaries, (the “Company”), and ____________ (“Indemnitee”).
10,500,000 Class A Common Stock FS Development Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • August 14th, 2020 • FS Development Corp. • Blank checks • New York
Introductory. FS Development Corp., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the underwriters named in Schedule A (the “Underwriters”) an aggregate of 10,500,000 shares of Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock”). The 10,500,000 shares of Class A Common Stock to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,575,000 shares of Class A Common Stock as provided in Section 2. The additional 1,575,000 shares of Class A Common Stock to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC has agreed to act as Rep
SUBSCRIPTION AGREEMENTSubscription Agreement • February 11th, 2021 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations
In connection with the proposed business combination (the “Transaction”) between FS Development Corp., a Delaware corporation (“FSD”), and Gemini Therapeutics, Inc., a Delaware corporation (“Target”), pursuant to a merger agreement to be entered into among FSD, Target, and the other parties thereto (the “Transaction Agreement”), FSD is seeking commitments from interested investors to purchase shares of Class A common stock, par value $0.0001 per share (the “Shares”), of FSD, for a purchase price of $10.00 per share (the “Per Share Purchase Price”). The aggregate purchase price to be paid by the undersigned (the “Investor”) for the subscribed Shares (as set forth on the signature page hereto) is referred to herein as the “Subscription Amount.” On or about the date of this Subscription Agreement, FSD is entering into subscription agreements (the “Other Subscription Agreements” and together with this Subscription Agreement, the “Subscription Agreements”) with certain other investors (the
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder...License Agreement • November 23rd, 2022 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations • New York
This License Agreement (the “Agreement”) is made and entered into effective as of September 13, 2019 (the “Effective Date”) by and between AbbVie Deutschland GmbH & Co. KG (“AbbVie”), and Disc Medicine, Inc., a Delaware corporation (“Licensee”). AbbVie and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
CONTINGENT VALUE RIGHTS AGREEMENT BETWEEN GEMINI THERAPEUTICS, INC. and CONTINENTAL STOCK TRANSFER AND TRUST COMPANY Dated as of December 29, 2022Contingent Value Rights Agreement • December 29th, 2022 • Disc Medicine, Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of December 29, 2022 is entered into by and among Gemini Therapeutics, Inc. a Delaware corporation (“Gem”), and Continental Stock Transfer and Trust Company, as initial Rights Agent (as defined herein).
AGREEMENT AND PLAN OF MERGER dated October 15, 2020 by and among Gemini Therapeutics, Inc., Shareholder Representative Services LLC, as the Stockholders’ Representative, FS Development Corp., and FSG Merger Sub, Inc.Agreement and Plan of Merger • October 20th, 2020 • FS Development Corp. • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of October 15, 2020 (this “Agreement”), is entered into by and among Gemini Therapeutics, Inc., a Delaware corporation (the “Company”), Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the representative, agent and attorney-in-fact of the Company Securityholders (the “Stockholders’ Representative”), FS Development Corp., a Delaware corporation (“Parent”) and FSG Merger Sub Inc., a Delaware corporation (“Merger Sub”).
DISC MEDICINE, INC. NON-QUALIFIED STOCK OPTION AGREEMENT NON-PLAN INDUCEMENT GRANTNon-Qualified Stock Option Agreement • March 21st, 2024 • Disc Medicine, Inc. • Pharmaceutical preparations
Disc Medicine, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above. This Stock Option has been granted as an inducement grant pursuant to an exception under Rule 5635(c)(4) of the NASDAQ Stock Market Rules, is not issued under the Disc Medicine, Inc. Amended and Restated 2021 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”) and does not reduce the share reserve under the Plan. However, for purposes of interpreting the applicable provisions of this Stock Option, the terms and conditions of the Plan (other than those applicable to the share reserve) shall govern and apply to this Stock Option as if this Stock Option had actually been issued under the Plan. This Stock Option
LOCKUP AGREEMENTLockup Agreement • February 11th, 2021 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations • Delaware
This Lockup Agreement (this “Agreement”) is dated as of February 5, 2021 and is between FS Development Corp., a Delaware corporation (“FSD”), and each of the stockholder parties identified on Exhibit A hereto and the other persons who enter into a joinder to this Agreement substantially in the form of Exhibit B hereto with FSD in order to become a “Stockholder Party” for purposes of this Agreement (collectively, the “Stockholder Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below).
FORM OF LOCK-UP AGREEMENTGemini Therapeutics, Inc. /DE • August 10th, 2022 • Pharmaceutical preparations • Delaware
The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Gemini Therapeutics, Inc., a Delaware corporation (“Gem”), has entered into an Agreement and Plan of Merger and Reorganization, dated as of [•], 2022 (as the same may be amended from time to time, the “Merger Agreement”) with Gemstone Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Gem, and Disc Medicine, 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.
DISC MEDICINE, INC. STOCK PURCHASE AND RESTRICTION AGREEMENTStock Purchase and Restriction Agreement • November 23rd, 2022 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations • New York
Disc Medicine, Inc., a Delaware corporation (the “Company”), and AbbVie Deutschland GmbH & Co. KG (the “Purchaser”), hereby agree as follows in connection with the purchase and sale of shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company specified below. The terms and conditions attached hereto are incorporated herein and made a part hereof.
RESEARCH COLLABORATION AND LICENSE AGREEMENTResearch Collaboration and License Agreement • December 7th, 2020 • FS Development Corp. • Pharmaceutical preparations
This Research Collaboration and License Agreement (“Agreement”), effective as of 1 April 2017 (the “Effective Date”) is made by and between Sanquin Blood Supply Foundation (“Sanquin”), a non-profit organization, with offices located at Plesmanlaan 125 (1066 CX) Amsterdam, and Gemini Therapeutics, Inc., a corporation organized under the laws of Delaware (“Gemini”), having a place of business at 400 Technology Square, Cambridge MA 02138. The Parties hereinafter jointly also referred to as the “Parties” and individually as a “Party”.
FS DEVELOPMENT CORP.Letter Agreement • August 7th, 2020 • FS Development Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between FS Development Corp. (the “Company”) and FS Development Holdings, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
November 27, 2023 Joanne Bryce Re: Transition and Separation Agreement Dear Joanne:Disc Medicine, Inc. • March 21st, 2024 • Pharmaceutical preparations • Massachusetts
This letter confirms that your employment with Disc Medicine, Inc. (the “Company”) will be ending. The Company sincerely appreciates your contributions to the Company and would like to make this transition as seamless as possible. Consistent with that, the Company will be providing you with the opportunity to serve as an advisor to the Company and to receive the severance benefits provided under your Employment Agreement with the Company effective upon the business combination among the Company, Disc Medicine Opco, Inc. (formerly Disc Medicine, Inc.) and Gemstone Merger Sub, Inc. pursuant to that certain Agreement and Plan of Merger, dated as of August 9, 2022 (the “Employment Agreement”). This is the Separation Agreement and Release referred to in the Employment Agreement and capitalized, but undefined terms are defined in the Employment Agreement.
FORM OF GEM STOCKHOLDER SUPPORT AGREEMENTForm of Gem Stockholder Support Agreement • August 10th, 2022 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of [•], 2022, by and among Disc Medicine, Inc. a Delaware corporation (the “Company”), Gemini Therapeutics, Inc., a Delaware corporation (“Gem”), and the undersigned stockholder (the “Stockholder”) of Gem. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENTForm of Company Stockholder Support Agreement • August 10th, 2022 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of [•], 2022, by and among Disc Medicine, Inc. a Delaware corporation (the “Company”), Gemini Therapeutics, Inc., a Delaware corporation (“Gem”), and the undersigned stockholder (the “Stockholder”) 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).
AMENDMENT TO ADDENDUM TO LICENSE AGREEMENTLicense Agreement • September 2nd, 2022 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations
WHEREAS, effective as of December 7, 2021, Disc Medicine, Inc. (“Disc” or the “Company”), F. Hoffmann-La Roche Ltd (“Roche Basel”) and Hoffmann-La Roche Inc. (“Roche US” and, together with Roche Basel, “Roche”) executed an addendum to that certain License Agreement dated as of May 7, 2021 (the “Agreement”) among the Parties (as defined below), pursuant to which the Company and Roche memorialized their mutual understanding of the rights Roche and its affiliates may have under the Agreement in the event that the Company completes an IPO (the “Addendum”). Each of Disc, Roche US and Roche Basel are referred to herein as a “Party” and collectively as the “Parties”.
Re: Separation Agreement and ReleaseAdvisory Agreement • February 28th, 2022 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations • Massachusetts
As discussed, this letter confirms the terms of your separation from employment at Gemini Therapeutics, Inc. (the “Company”).1 As we agreed, your employment will end on February 28, 2022 (the “Separation Date”). Consistent with the terms of your Employment Agreement with the Company, dated January 21, 2021 (the “Employment Agreement”), you shall be deemed to have resigned from all officer and director positions that you hold with the Company upon the Separation Date, including as a member of the Board of Directors of the Company (the “Board”). Furthermore, in accordance with your Employment Agreement, the Company will provide you with certain Severance Benefits (as defined below) following the end of your employment if you enter into, do not revoke, and comply with the terms and conditions of this letter agreement (this “Agreement”).
ADDENDUM TO LICENSE AGREEMENTLicense Agreement • September 2nd, 2022 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations
THIS ADDENDUM TO LICENSE AGREEMENT (this “Addendum”) is entered into as of December 7, 2021 (the “Effective Date”) by and among Disc Medicine, Inc., a Delaware corporation with an office and place of business at 321 Arsenal Street, Suite 101, Watertown, MA 02472 (“Disc” or the “Company”), F. Hoffmann-La Roche Ltd, with an office and place of business at Grenzacherstrasse 124, 4070 Basel, Switzerland (“Roche Basel”) and Hoffmann-La Roche Inc., with an office and place of business at 150 Clove Road, Suite 8, Little Falls, New Jersey 07424, U.S.A. (“Roche US”; Roche Basel and Roche US together referred to as “Roche”). Each of Disc, Roche US and Roche Basel are referred to herein as a “Party” and collectively as the “Parties”.
