UNDERWRITING AGREEMENT DYNE THERAPEUTICS, INC. 10,500,000 Shares of Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • May 22nd, 2024 • Dyne Therapeutics, Inc. • Pharmaceutical preparations • New York
Dyne Therapeutics, 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 10,500,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,575,000 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”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 25th, 2020 • Dyne Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 by and between Dyne Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. [[Solely with respect to officers and directors that execute this form of indemnification agreement on or prior to the Company’s initial public offering:] and shall be effective as of the effectiveness of a Registration Statement on Form S-1 relating to the initial registration under the Securities Act of 1933, as amended, of shares of the Company’s common stock].
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • November 4th, 2021 • Dyne Therapeutics, Inc. • Pharmaceutical preparations • New York
DYNE THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 25th, 2020 • Dyne Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 7th day of August, 2020, by and among Dyne 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”.
SUMMARY OF BASIC LEASE INFORMATIONLease • January 19th, 2021 • Dyne Therapeutics, Inc. • Pharmaceutical preparations
This Lease, which includes the preceding Summary and the exhibits attached hereto and incorporated herein by this reference (the Lease, the Summary and the exhibits to be known sometimes collectively hereafter as the “Lease”), dated as of the date set forth in Section 1 of the Summary, is made by and between BP3-BOS1 1560 TRAPELO ROAD LLC, a Delaware limited liability company (“Landlord”), and DYNE THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
Dyne Therapeutics, Inc. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 25th, 2020 • Dyne Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This grant of RSUs satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
DYNE THERAPEUTICS, INC. STOCK OPTION AGREEMENT GRANTED UNDER 2018 STOCK INCENTIVE PLANStock Option Agreement • August 25th, 2020 • Dyne Therapeutics, Inc. • Pharmaceutical preparations
This Stock Option Agreement (this “Agreement”) is made between Dyne Therapeutics, Inc., a Delaware corporation (the “Company”), and the Participant pursuant to the 2018 Stock Incentive Plan (the “Plan”).
Dyne Therapeutics, Inc. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 25th, 2020 • Dyne Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This restricted stock award satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
VIA ELECTRONIC MAIL March 25, 2024 Joshua Brumm Dear Josh:Severance Agreement • March 25th, 2024 • Dyne Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
As we discussed, your employment with Dyne Therapeutics, Inc. (the “Company”) will end effective March 25, 2024 (the “Separation Date”). As we also discussed, you will be eligible to receive the severance benefits described in paragraph 1 below if you sign and return this letter agreement to me by April 12, 2024 (the “Return Date”), but no earlier than the Separation Date, and do not revoke your acceptance (as described below). By signing and returning this letter agreement and not revoking your acceptance, you will be entering into a binding agreement with the Company and will be agreeing to the terms and conditions set forth in the numbered paragraphs below, including the release of claims set forth in paragraph 2. Therefore, you are advised to consult with an attorney before signing this letter agreement and you have been given at least twenty-one (21) days to do so. If you sign this letter agreement, you may change your mind and revoke your acceptance during the seven (7) business
Dyne Therapeutics, Inc. RESTRICTED STOCK UNIT AGREEMENT Granted under 2024 Inducement Stock Incentive PlanRestricted Stock Unit Agreement • May 2nd, 2024 • Dyne Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This grant of RSUs satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
CONSULTING AGREEMENTConsulting Agreement • March 25th, 2024 • Dyne Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (the “Agreement”), effective as of the Effective Date (as defined herein), is entered into between Dyne Therapeutics, Inc. (the “Company”) and Joshua Brumm (the “Consultant”).
DYNE THERAPEUTICS, INC. LOAN AND SECURITY AGREEMENTLoan Agreement • July 23rd, 2020 • Dyne Therapeutics, Inc. • North Carolina
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of February 20, 2020, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”) and DYNE THERAPEUTICS, INC. (collectively with each of the other Persons, if any, that join as a co-Borrower hereunder are collectively referred to as the “Borrowers” and individually as a “Borrower”).
DYNE THERAPEUTICS, INC. RESTRICTED STOCK AGREEMENT GRANTED UNDER 2018 STOCK INCENTIVE PLANRestricted Stock Agreement • July 23rd, 2020 • Dyne Therapeutics, Inc. • Delaware
This Restricted Stock Agreement (the “Agreement”) is made this [ ] day of [ ], 2018, between Dyne Therapeutics, Inc., a Delaware corporation (the “Company”), and [ ] (the “Recipient”).
Dyne Therapeutics, Inc. NONSTATUTORY STOCK OPTION AGREEMENT Granted under 2024 Inducement Stock Incentive PlanNonstatutory Stock Option Agreement • May 2nd, 2024 • Dyne Therapeutics, Inc. • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
1560 TRAPELO ROAD LEASE BP3-BOS1 1560 TRAPELO ROAD LLC, a Delaware limited liability company, as Landlord, and DYNE THERAPEUTICS, INC., a Delaware corporation, as Tenant SUMMARY OF BASIC LEASE INFORMATIONLease • August 5th, 2021 • Dyne Therapeutics, Inc. • Pharmaceutical preparations
This Lease, which includes the preceding Summary and the exhibits attached hereto and incorporated herein by this reference (the Lease, the Summary and the exhibits to be known sometimes collectively hereafter as the “Lease”), dated as of the date set forth in Section 1 of the Summary, is made by and between BP3-BOS1 1560 TRAPELO ROAD LLC, a Delaware limited liability company (“Landlord”), and DYNE THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
SUBLEASE AGREEMENTSublease Agreement • July 23rd, 2020 • Dyne Therapeutics, Inc. • Massachusetts
This Sublease Agreement (the “Sublease”) is made as of May 20, 2019 (the “Effective Date”) by and between ARRAKIS THERAPEUTICS, INC., a Delaware corporation (“Sublandlord”) and DYNE THERAPEUTICS, INC., a Delaware corporation (“Subtenant”), in the following factual context:
November 29, 2018Offer Letter • July 23rd, 2020 • Dyne Therapeutics, Inc.
The Offer Letter dated March 21, 2018 (the “Offer Letter”) between you and Dyne Therapeutics, Inc. (the “Company”) provides that you will serve as the Chief Scientific Officer of the Company and that you will report to the Chief Executive Officer of the Company. In connection with your election to President and Chief Executive Officer of the Company on the date hereof, the Company and you agree as follows:
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. LICENSE AGREEMENT By and...License Agreement • July 23rd, 2020 • Dyne Therapeutics, Inc. • New York
This agreement (this “Agreement”), dated the 27 day of April, 2020 (the “Effective Date”), is by and between Dyne Therapeutics Inc., a Delaware corporation with a place of business at 830 Winter Street, Waltham, MA 02451, USA (“Dyne”), and The University of Mons, a university with a place of business at Place du Parc 20, 7000 Mons, Belgium (“UMONS”).
Dyne Therapeutics, Inc. STOCK OPTION AGREEMENTStock Option Agreement • August 25th, 2020 • Dyne Therapeutics, Inc. • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
