FibroBiologics, Inc. Sample Contracts

FIBROBIOLOGICS, INC. and VStock Transfer LLC, as Warrant Agent Warrant Agency Agreement Dated as of ___________, 2024 WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • April 26th, 2024 • FibroBiologics, Inc. • Pharmaceutical preparations • New York

WARRANT AGENCY AGREEMENT, dated as of __________, 2024 (“Agreement”), by and between FibroBiologics, Inc., a Delaware corporation (the “Company”), and VStock Transfer LLC, a New York limited liability trust company (“VStock” or the “Warrant Agent”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 26th, 2024 • FibroBiologics, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April [●], 2024, between FibroBiologics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • April 26th, 2024 • FibroBiologics, Inc. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of the date first above written, by and among FIBROBIOLOGICS LLC, a Delaware limited liability company and having a principal place of business at 16815 Royal Crest Drive, Suite 100, Houston, TX 77058 (the “Company”), GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 12C, rue Guillaume J. Kroll, L-1882 Luxembourg (“Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at 3 Bayside Executive Park, West Bay Street & Blake Road, P.O. Box N-4875, Nassau, The Bahamas (“GYBL,” and together with Purchaser, the “Parties”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement (as defined below).

EMPLOYMENT AGREEMENT
Employment Agreement • December 4th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations • Massachusetts

This Employment Agreement (“Agreement”) is made this December 1, 2023 (the “Effective Date”) between FibroBiologics, Inc., a Delaware corporation (the “Company”) and Peter O’Heeron (the “Executive” and, together with the Company, the “Parties” or each individually, a “Party”).

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations • New York

This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the date first above written by and among FIBROBIOLOGICS LLC, a Delaware limited liability company and having a principal place of business at 16815 Royal Crest Drive, Suite 100, Houston, TX 77058 (the “Company”); GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 12C, rue Guillaume J. Kroll, L-1882 Luxembourg (the “Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at 3 Bayside Executive Park, West Bay Street & Blake Road, P.O. Box N-4875, Nassau, The Bahamas (“GYBL,” and together with the Company and Purchaser, the “Parties”).

FIBROBIOLOGICS, INC. EMPLOYMENT AGREEMENT
Employment Agreement • December 4th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations • Texas

This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective from May 31, 2022 (the “Effective Date”) by and among FIBROBIOLOGICS, INC. (the “Company”) and Mark Andersen (“CFO”). The Company and CFO are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 4th, 2024 • FibroBiologics, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June [●], 2024, between FibroBiologics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 28th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations • Delaware

This Indemnification Agreement (this “Agreement”) is made as of [●], 2023 by and between FibroBiologics, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).

INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT
Intellectual Property Cross-License Agreement • December 4th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations • Texas

This INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT (this “Agreement”), dated as of May 17, 2021 (the “Effective Date”), is made between SPINALCYTE LLC, a Texas limited liability company (“SpinalCyte”) and FIBROBIOLOGICS LLC, a Texas limited liability company (“FibroBiologics”). FibroBiologics and SpinalCyte are each referred to individually as a “Party” and collectively as the “Parties.”.

SUBLEASE AGREEMENT
Sublease Agreement • December 4th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations

THIS SUBLEASE AGREEMENT (“Sublease”), is made by and between United Fire & Casualty Company, an Iowa corporation doing business as United Fire Group (“Sublandlord”) and FibroBiologics, Inc., a Delaware corporation (“Subtenant”), and shall be effective as of the date set forth below Landlord’s signature (“Effective Date”). Sublandlord and Subtenant collectively shall be referred to herein as “Parties”, and individually as a “Party.”

FIBROBIOLOGICS, LLC EMPLOYMENT AGREEMENT
Employment Agreement • December 4th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations • Texas

This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective from July 20, 2021 (the “Effective Date”) by and among FIBROBIOLOGICS, LLC (the “Company”) and Hamid Khoja (“CSO”). The Company and CSO are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.

AGREEMENT
Agreement • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations • Texas

THIS AGREEMENT (this “Agreement”), dated as of May 17, 2021 (the “Effective Date”), is made and entered into by and between SPINALCYTE LLC, a Texas limited liability company (“SpinalCyte”), and FIBROBIOLOGICS LLC, a Texas limited liability company (“FibroBiologics”). FibroBiologics and SpinalCyte are each referred to herein individually as a “Party” and collectively as the “Parties.”

FORM OF COMMON STOCK PURCHASE WARRANT FibroBiologics, Inc.
Common Stock Purchase Warrant • April 26th, 2024 • FibroBiologics, Inc. • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ], 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ], 2029 (the “Termination Date”), but not thereafter, to subscribe for and purchase from FibroBiologics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.00001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

FIBROBIOLOGICS, INC. EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2024 • FibroBiologics, Inc. • Pharmaceutical preparations • Texas

This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective from March 1, 2024 (the “Effective Date”) by and among FIBROBIOLOGICS, INC. (the “Company”) and Ruben Garcia (“GC”). The Company and GC are hereinafter collectively referred to as the “Parties,” and individually referred to as a “Party”.

LICENSE AGREEMENT
License Agreement • December 4th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations
PATENT ASSIGNMENT AGREEMENT
Patent Assignment Agreement • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations • Texas

This PATE T ASSIGNMENT AGREEMENT (this “Assignment”), dated as of May 17,202l (the “Effective Date”), is made and entered into by and between SPINALCYTE LLC, a Texas limited liability company (“SpinalCyte”) and FIBROBIOLOGICS LLC, a Texas limited liability company ( “FibroBiologics”). FibroBiologics and SpinalCyte are each referred to individually as a “ “ and collectively as the “Parties.”

AMENDMENT 2 to the PATENT ASSIGNMENT AGREEMENT
Patent Assignment Agreement • August 7th, 2024 • FibroBiologics, Inc. • Pharmaceutical preparations

This Amendment 2, by and between SpinalCyte LLC, a Texas limited liability company (“SpinalCyte”), and FibroBiologics, Inc., a Delaware corporation (“FibroBiologics”), (“Amendment 2”), amends the Patent Assignment Agreement dated May 17, 2021, entered into by and between SpinalCyte and FibroBiologics (as amended, the “Assignment”), and is effective as of May 17, 2021 (“Effective Date”). FibroBiologics and SpinalCyte are each referred to individually as a “Party” and collectively as the “Parties.”

Amendment 004 to the License Agreement Between K2 Biolabs and Fibrobiologics
FibroBiologics Inc. • December 4th, 2023 • Pharmaceutical preparations

This Amendment 004 (the “Amendment”) to the License Agreement dated 10/07/2021 (the “Original Agreement”), K2 Biolabs, LLC., a Delaware limited liability company, as Licensor (the “Licensor”), and FibroBiologics, Inc., Delaware corporation, as Licensee (the “Licensee”), and is effective on January 1st, 2023 (the “Effective Date”).

Standard Amendment
FibroBiologics, Inc. • June 18th, 2024 • Pharmaceutical preparations

This amendment (“Amendment”) is entered into between the University of Houston on behalf of its Department/College/Division/School of OTTI/Energy & Innovation (“University”) and FibroBiologics, Inc. (“Contractor”). University and Contractor may be referred to singularly as a Party and collectively as the “Parties.” This Amendment incorporates by reference and amends the Agreement entitled “Energy Research Park Industrial Lease” executed on August 1, 2023 (the “Agreement”).

AMENDMENT 1
Patent Assignment Agreement • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations

This AMENDMENT 1 (“Amendment 1”) to the Patent Assignment Agreement (the “Assignment”) dated May 17, 2021 entered into by and between SPINALCYTE LLC, a Texas limited liability company (“SpinalCyte”), and FIBROBIOLOGICS, INC., a Delaware corporation (“FibroBiologics”), is effective as of August 2, 2022 (“Effective Date”). FibroBiologics and SpinalCyte are each referred to individually as a “Party” and collectively as the “Parties.”

Amendment 003 to the License Agreement Between K2 Biolabs and Fibrobiologics
FibroBiologics Inc. • December 4th, 2023 • Pharmaceutical preparations

This Amendment (the “Amendment”) to the License Agreement dated 10/07/2021 (the “Original Agreement”), K2 Biolabs, LLC., a Delaware limited liability company, as Licensor (the “Licensor”), and FibroBiologics, Inc., a Texas LLC, as Licensee (the “Licensee”), and is effective on October 1st, 2022 (the “Effective Date”).

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FORM OF COMMON STOCK PURCHASE WARRANT FibroBiologics, Inc.
Common Stock Purchase Warrant • June 4th, 2024 • FibroBiologics, Inc. • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ], 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ], 2029 (the “Termination Date”), but not thereafter, to subscribe for and purchase from FibroBiologics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.00001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

CONFIDENTIAL April 24, 2023 Mr. Peter O’Heeron Chairman & CEO FibroBiologics, Inc.
FibroBiologics Inc. • January 22nd, 2024 • Pharmaceutical preparations • New York

We are pleased that FibroBiologics, Inc., a Delaware corporation (the “Company”) has decided to retain Maxim Group LLC (“Maxim”) to provide general financial advisory and investment banking services to the Company as set forth herein. This letter agreement (“Agreement”) will confirm Maxim’s acceptance of such retention and set forth the terms of our engagement.

Amendment to the License Agreement Between K2 Biolabs and Ponce Therapeutics
License Agreement • December 4th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations

This Amendment (the “Amendment”) to the License Agreement dated 10/07/2021 (the “Original Agreement”), K2 Biolabs, LLC., a Delaware limited liability company, as Licensor (the “Licensor”), and FibroBiologics, Inc., a Texas LLC, as Licensee (the “Licensee”), and is effective on July 1s1, 2022 (the “Effective Date”).

Standard Amendment
FibroBiologics, Inc. • March 15th, 2024 • Pharmaceutical preparations

This amendment (“Amendment”) is entered into between the University of Houston on behalf of its Department/College/Division/School of OTTI/Energy & Innovation (“University”) and FibroBiologics, Inc. (“Contractor”). University and Contractor may be referred to singularly as a Party and collectively as the “Parties.” This Amendment incorporates by reference and amends the Agreement entitled “Energy Research Park Industrial Lease” executed on August 1, 2023 (the “Agreement”).

ENERGY RESEARCH PARK INDUSTRIAL LEASE BETWEEN UNIVERSITY OF HOUSTON SYSTEM, AS LANDLORD AND FibroBiologics, Inc., AS TENANT HOUSTON, TEXAS
Lease Agreement • December 4th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations

This Lease Agreement (the “Lease”) is made and entered into on this the 1st day of August , 2023 between the UNIVERSITY OF HOUSTON SYSTEM, an institution of higher education in the State of Texas (“Landlord”), and FibroBiologics, Inc., a Delaware Corporation (“Tenant”).

Contract
FibroBiologics, Inc. • April 26th, 2024 • Pharmaceutical preparations • Delaware

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • June 4th, 2024 • FibroBiologics, Inc. • Pharmaceutical preparations • New York
Amendment 002 to the License Agreement Between K2 Biolabs and Fibrobiologics
License Agreement • December 4th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations

This Amendment (the “Amendment”) to the License Agreement dated 10/07/2021 (the “Original Agreement”), K2 Biolabs, LLC., a Delaware limited liability company, as Licensor (the “Licensor”), and FibroBiologics, Inc., a Texas LLC, as Licensee (the “Licensee”), and is effective on August 1st, 2022 (the “Effective Date”).

MASTER SERVICES AGREEMENT
Master Services Agreement • September 24th, 2024 • FibroBiologics, Inc. • Pharmaceutical preparations

THIS MASTER SERVICES AGREEMENT (this “Agreement”) is made as of the date of last signature below (the “Effective Date”) by and between Charles River Laboratories, Inc., a Delaware corporation with a business address at 251 Ballardvale Street, Wilmington, Massachusetts 01887 (“Company”) and FibroBiologics, Inc., a Delaware corporation with a business address at 455 East Medical Center Boulevard, Suite 300, Houston, TX 77598 (“Sponsor”).

Agreement Regarding Right of First Negotiation
Agreement Regarding Right • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations • Texas

This Agreement Regarding Right of First Negotiation dated January 20, 2023, is by and between SpinalCyte LLC (“SpinalCyte”), and FibroBiologics, Inc. (“FibroBiologics”).

AMENDMENT 1 to the INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT
Cross-License Agreement • August 7th, 2024 • FibroBiologics, Inc. • Pharmaceutical preparations

This Amendment 1, by and between SpinalCyte LLC, a Texas limited liability company (“SpinalCyte”), and FibroBiologics, Inc., a Delaware corporation (“FibroBiologics”), (“Amendment 1”), amends the Intellectual Property Cross-License Agreement dated May 17, 2021, entered into by and between SpinalCyte and FibroBiologics (the “License”), and is effective as of May 17, 2021 (“Effective Date”). FibroBiologics and SpinalCyte are each referred to individually as a “Party” and collectively as the “Parties.”

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