FORM OF INDEMNITY AGREEMENTIndemnity Agreement • August 31st, 2020 • BCTG Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August __, 2020, by and between BCTG Acquisition Corp., a Delaware corporation (the “Company”), and [_________] (“Indemnitee”).
TANGO THERAPEUTICS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 202[●] Subordinated Debt SecuritiesIndenture • September 1st, 2022 • Tango Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [●], 202 , among TANGO THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
INDEMNITY AGREEMENTIndemnification Agreement • September 9th, 2020 • BCTG Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September 2, 2020, by and between BCTG Acquisition Corp., a Delaware corporation (the “Company”), and Aaron I. Davis (“Indemnitee”).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • September 1st, 2022 • Tango Therapeutics, Inc. • Pharmaceutical preparations • New York
14,500,000 Shares of Common Stock BCTG Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 2020 • BCTG Acquisition Corp. • Blank checks • New York
TANGO THERAPEUTICS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • August 13th, 2021 • Tango Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Tango Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
TANGO THERAPEUTICS, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • August 13th, 2021 • Tango Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Tango Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 9th, 2020 • BCTG Acquisition Corp. • Blank checks • New York
Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between BCTG Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of September [___], 2020 (“Trust Agreement”), the Company hereby requests that you deliver to the Company [$_______] of the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its [franchise] tax obligations as a result of such interest income. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • September 9th, 2020 • BCTG Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 2nd day of September, 2020, by and among BCTG Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 13th, 2021 • Tango Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made between Tango Therapeutics, Inc., a Delaware corporation (the “Company”), and (the “Executive”) and is effective as of the closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of April 13, 2021, by and among BCTG Acquisition Corp., BCTG Merger Sub Inc. and the Company (the “Effective Date”). Except with respect to the Equity Documents (as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the Employment Agreement between the Executive and the Company dated (the “Prior Agreement”), and (ii) any other offer letter, employment agreement or severance agreement.
AGREEMENT AND PLAN OF MERGER by and among BCTG ACQUISITION CORP., BCTG MERGER SUB INC., AND TANGO THERAPEUTICS, INC. Dated as of April 13, 2021Merger Agreement • April 14th, 2021 • BCTG Acquisition Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 13, 2021, is entered into by and among BCTG Acquisition Corp., a Delaware corporation (“Parent”), BCTG Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Tango Therapeutics, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are sometimes referred to herein as a “Party” or collectively as the “Parties”. Certain terms used in this Agreement are used as defined in Section 10.14.
TANGO THERAPEUTICS, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 10th, 2023 • Tango Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (the “Agreement”) is made as of August 10, 2023 (the “Effective Date”), by and among Tango Therapeutics, Inc., a Delaware corporation (the “Company”), and the purchasers whose names and addresses are set forth on the signature pages hereof (each, a “Purchaser” and, collectively, the “Purchasers”).
September 2, 2020 BCTG Acquisition Corp. 11682 El Camino Real, Suite 320 San Diego, CA 92130 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • September 9th, 2020 • BCTG Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among BCTG Acquisition Corp., a Delaware corporation (the “Company”) and SVB Leerink LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 14,500,000 shares of the Company’s common stock (including up to 2,175,000 shares of common stock that may be purchased to cover over-allotments, if any) (the “Common Stock”). The Common Stock will be sold in the Public Offering pursuant to registration statements 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 shares of Common Stock listed on The Nasdaq Capital Market. Certain capitalized terms used herein
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Research Collaboration and License Agreement • June 17th, 2021 • BCTG Acquisition Corp. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED RESEARCH COLLABORATION AND LICENSE AGREEMENT (this “Agreement”), effective as of August 17, 2020 (the “Amendment Date”), by and between Gilead Sciences, Inc., a corporation organized and existing under the laws of Delaware, having an address at 333 Lakeside Drive, Foster City, CA 94404 (“Gilead”) and Tango Therapeutics, Inc., a corporation organized and existing under the laws of Delaware, having an address at 100 Binney Street, Suite 700, Cambridge, Massachusetts 02142 (“Tango”). Tango and Gilead are referred to herein, individually, as a “Party” and, together, as the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • April 14th, 2021 • BCTG Acquisition Corp. • Blank checks
In connection with the proposed business combination (the “Transaction”) between BCTG Acquisition Corp., a Delaware corporation (“BCTG”), and Tango Therapeutics, Inc., a Delaware corporation (“Tango”), pursuant to a merger agreement to be entered into among BCTG, Tango, and the other parties thereto (the “Transaction Agreement”), in substantially the form provided to the Investor prior to the date hereof, BCTG is seeking commitments from interested investors to purchase shares of common stock, par value $0.0001 per share (the “Shares”), of BCTG, 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 agreement (this “Subscription Agreement”), BCTG is entering into subscription agreements (the “Other Subscription Agreements” and together with th
AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • August 13th, 2021 • Tango Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 10th day of August, 2021, is made and entered into by and among. TANGO THERAPEUTICS, INC. a Delaware corporation (the “Company”), and certain former stockholders of Tango Therapeutics, Inc. (“Old Tango”), set forth on Schedule 1 hereto under the heading “Holders” (such stockholders, the “Tango Investors”), and the undersigned parties set forth on Schedule I hereto under the heading “Investors” (each, an “Investor” and collectively, the “Investors”). The Tango Investors, the Investors and any other person or entity who becomes a party to this Agreement, are referred to herein as the “Holders,” or each a “Holder.”
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 31st, 2020 • BCTG Acquisition Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of September [•], 2020 (“Agreement”), by and among BCTG ACQUISITION CORP., a Delaware corporation (“Company”), and the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. BOSTON, MASSACHUSETTS AMENDED AND RESTATED...Lease Agreement • March 28th, 2022 • Tango Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
BCTG ACQUISITION CORP. 11682 El Camino Real, Suite 320 San Diego, CA 92130 September _____, 2020Office Space and Administrative Services Agreement • August 31st, 2020 • BCTG Acquisition Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of BCTG Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), BCTG Holdings, LLC (“Holdings”) shall make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 11682 El Camino Real, Suite 320, San Diego, CA 92130 (or any successor location). In exchange therefore, the Company shall pay Holdings a sum not to exceed $10,000 per month, respectively, on the Effective Date and continuing monthly thereafter until the Termination Da
STOCK ESCROW AGREEMENTStock Escrow Agreement • September 9th, 2020 • BCTG Acquisition Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of September 2, 2020 (“Agreement”), by and among BCTG ACQUISITION CORP., a Delaware corporation (“Company”), and the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...License Agreement • June 17th, 2021 • BCTG Acquisition Corp. • Pharmaceutical preparations • England
This License Agreement (the “Agreement”) is made and entered into effective as of March 12, 2020 (the “Effective Date”) by and between Tango Therapeutics, Inc. (“Tango”), a corporation organized and existing under the laws of Delaware, having an address at 100 Binney Street, Suite 700, Cambridge, Massachusetts 02142, and Medivir AB, a Swedish corporation with corporate address Box 1086, SE-141 22 Huddinge Sweden (“Medivir”). Tango and Medivir are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
INCENTIVE STOCK OPTION AGREEMENT UNDER THE TANGO THERAPEUTICS, INC.Incentive Stock Option Agreement • August 13th, 2021 • Tango Therapeutics, Inc. • Pharmaceutical preparations
Pursuant to the Tango Therapeutics, Inc. 2021 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Tango Therapeutics, 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 $0.001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
BCTG ACQUISITION CORP. 11682 El Camino Real, Suite 320 San Diego, CA 92130 September 2, 2020Office Space and Administrative Services Agreement • September 9th, 2020 • BCTG Acquisition Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of BCTG Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Boxer Capital, LLC (“Boxer Capital”) shall make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 11682 El Camino Real, Suite 320, San Diego, CA 92130 (or any successor location). In exchange therefore, the Company shall pay Boxer Capital a sum not to exceed $10,000 per month, respectively, on the Effective Date and continuing monthly thereafter until the Term
