CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDED AND...Loan and Security Agreement • December 28th, 2023 • enGene Holdings Inc. • Biological products, (no disgnostic substances) • California
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is made and dated as of December 22, 2023 and is entered into by and between enGene Holdings Inc., a public corporation continued under the laws of British Columbia (“Holdings”), enGene Inc., a corporation organized under the laws of Canada (“enGene”), and Engene USA, Inc., a Delaware corporation (“enGene USA”), and each of their Subsidiaries (hereinafter collectively referred to as, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as the “Lenders”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent, collateral agent and hypothecary representative for itself and the Lenders (in such capacities, the “Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 31st, 2023 • enGene Holdings Inc. • Biological products, (no disgnostic substances) • Delaware
This Registration Rights Agreement (this “Agreement”), dated effective as of October 31, 2023 (the “Effective Date”), is made by and among enGene Holdings Inc., a company incorporated under the laws of Canada that intends to continue to a company governed by the Business Corporations Act (British Columbia) (the “Company”), Forbion European Acquisition Corp., a Cayman Islands exempted company (“FEAC”), each of the parties listed on Schedule A hereto as a “Sponsor Holder” (each, a “Sponsor Holder” and collectively, the “Sponsor Holders”), and each of the parties listed on Schedule A hereto as an “enGene Holder” (each, an “enGene Holder” and collectively, the “enGene Holders”, and, together with the Sponsor Holders, each, a “Holder” and collectively, the “Holders”).
EMPLOYMENT AGREEMENT FOR RYAN DAWSEmployment Agreement • December 13th, 2023 • enGene Holdings Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between EnGene USA, Inc., its successors and assigns. (the “Company”) and Ryan Daws (the “Executive”) as of the date first written below.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 31st, 2023 • enGene Holdings Inc. • Biological products, (no disgnostic substances)
NOW THEREFORE for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties agree as follows:
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • February 14th, 2024 • enGene Holdings Inc. • Biological products, (no disgnostic substances) • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 13th day of February 2024, by and between enGene Holdings Inc., a corporation existing under the laws of the Province of British Columbia (the “Company”), and the undersigned (“Subscriber” or “you”). The Company and Subscriber are collectively referred to herein as the “Parties,” and each, a “Party.”
EMPLOYMENT AGREEMENT FOR JAMES SULLIVANEmployment Agreement for James Sullivan • November 9th, 2023 • enGene Holdings Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between EnGene USA, Inc., its successors and assigns. (the “Company”) and James Sullivan (the “Executive”) as of the date first written below.
LEASE AMENDMENT AGREEMENT dated effective October 1, 2022 (the “Amendment”)Lease Amendment Agreement • August 9th, 2023 • enGene Holdings Inc. • Biological products, (no disgnostic substances)
NOW, THEREFORE in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follow:
ENGENE HOLDING CO. 2023 EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION GRANT AGREEMENTNonqualified Stock Option Grant Agreement • October 31st, 2023 • enGene Holdings Inc. • Biological products, (no disgnostic substances) • British Columbia
This NONQUALIFIED STOCK OPTION GRANT AGREEMENT (the “Agreement”), dated as of [•] (the “Date of Grant”), is delivered by enGene Holdings Inc., a company organized under the laws of British Columbia, Canada (the “Company”) to [•] (the “Participant”).
enGene USA, Inc. Waltham, Massachusetts 02451 February 13, 2024Modification Agreement • February 14th, 2024 • enGene Holdings Inc. • Biological products, (no disgnostic substances)
Reference is hereby made to that certain Employment Agreement, dated November 8, 2023 (the “Employment Agreement”), by and between you and enGene USA, Inc., a Delaware corporation (“Company”), which sets forth the terms and conditions of your employment with the Company as the Chief Executive Officer of the Company. Capitalized term used in this letter agreement without definition shall have the meaning ascribed to such terms in the Employment Agreement. The duties and responsibilities of your employment with the Company also include acting as Chief Executive Officer of enGene Holdings, Inc., a corporation incorporated under the laws of British Columbia, Canada and the indirect parent company of the Company (“Parent”).
ENGENE HOLDINGS INC. 2023 EQUITY INCENTIVE PLAN INCENTIVE STOCK OPTION GRANT AGREEMENTIncentive Stock Option Grant Agreement • October 31st, 2023 • enGene Holdings Inc. • Biological products, (no disgnostic substances) • British Columbia
This INCENTIVE STOCK OPTION GRANT AGREEMENT (the “Agreement”), dated as of [•] (the “Date of Grant”), is delivered by enGene Holdings Inc., a company organized under the laws of British Columbia, Canada (the “Company”) to [•] (the “Participant”).
CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LETTER AGREEMENTLetter Agreement • August 9th, 2023 • enGene Holdings Inc. • Biological products, (no disgnostic substances) • Quebec
THIS LETTER AGREEMENT (this “Agreement”) is made as of May 16, 2023 between ENGENE INC., (the “Corporation”), Investissement Quebec (“IQ”), Forbion European Acquisition Corp. (“FEAC”), and enGene Holdings Inc. (“Newco” and together with the Corporation, FEAC and IQ, the “Parties”).
ENGENE HOLDINGS INC. 2023 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • October 31st, 2023 • enGene Holdings Inc. • Biological products, (no disgnostic substances) • British Columbia
This RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of [•] (the “Date of Grant”), is delivered by enGene Holdings Inc., a company organized under the laws of British Columbia, Canada (the “Company”) to [•] (the “Participant”).
ENGENE HOLDINGS INC. 2023 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • October 31st, 2023 • enGene Holdings Inc. • Biological products, (no disgnostic substances) • British Columbia
This RESTRICTED STOCK AGREEMENT (the “Agreement”), dated as of [•] (the “Date of Grant”), is delivered by enGene Holdings Inc., a company organized under the laws of British Columbia, Canada (the “Company”) to [•] (the “Participant”).
EMPLOYMENT AGREEMENT FOR ALEX NICHOLSEmployment Agreement for Alex Nichols • November 9th, 2023 • enGene Holdings Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between EnGene USA, Inc., its successors and assigns. (the “Company”) and Alex Nichols (the “Executive”) as of the date first written below.
DESCRIPTION OF ENGENE SECURITIESenGene Holdings Inc. • January 29th, 2024 • Biological products, (no disgnostic substances)
The following description of the material terms of the enGene Holdings Inc.’s (“enGene”) share capital is not a complete summary of the rights and preferences of such securities and is qualified by reference to the Articles of enGene (“Articles”), as may be amended from time to time. You are encouraged to read the Articles and the Warrant Agreement, dated December 9, 2021, between Forbion European Acquisition Corporation (“FEAC”) and Continental Stock Transfer & Trust Company, and warrant agreement, as amended and assumed by enGene pursuant to the Warrant Assignment, Assumption and Amendment Agreement, dated as of October 30, 2023, which are incorporated by reference to the Annual Report on Form 10-K for the year ended October 31, 2023, for a complete description of the rights and preferences of our Common Shares and Warrants. This section also summarizes relevant provisions of the Business Corporations Act (British Columbia) (the “BCBCA”). The terms of the BCBCA are more detailed than
LEASE AGREEMENTLease Agreement • August 9th, 2023 • enGene Holdings Inc. • Biological products, (no disgnostic substances) • Quebec
THIS LEASE AGREEMENT (this “Lease”) is made this 29 day of December, 2022, between ARE-CANADA NO. 5 HOLDINGS ULC, a British Columbia company (“Landlord”), and ENGENE INC., a corporation governed by the Canada Business Corporations Act (“Tenant”).
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assignment, Assumption • October 31st, 2023 • enGene Holdings Inc. • Biological products, (no disgnostic substances)
This Warrant Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of October 30, 2023, by and among Forbion European Acquisition Corp., a Cayman Islands exempted company (the “Company”), enGene Inc., a company incorporated under the laws of Canada (“enGene”), enGene Holdings Inc., a company incorporated under the laws of Canada that intends to continue to a company governed by the Business Corporations Act (British Columbia) (“New enGene”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
LEASE AGREEMENTLease Agreement • August 9th, 2023 • enGene Holdings Inc. • Biological products, (no disgnostic substances)
NOW THEREFORE, in consideration of the covenants, rights and obligations contained in this Agreement, the parties hereto agree as follows:
LEASE AMENDMENT AGREEMENT NO 2 dated effective April 1, 2023 (the “Amendment”)Lease Amendment Agreement • August 9th, 2023 • enGene Holdings Inc. • Biological products, (no disgnostic substances)
NOW, THEREFORE in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follow:
LEASE AMENDMENT AGREEMENT NO 3 dated effective September 1, 2023 (the “Amendment”)Lease Amendment Agreement • August 9th, 2023 • enGene Holdings Inc. • Biological products, (no disgnostic substances)
NOW, THEREFORE in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follow:
WAIVER AND CONSENT LETTERWaiver and Consent Letter • September 26th, 2023 • enGene Holdings Inc. • Biological products, (no disgnostic substances)
Reference is made to the business combination agreement (the “Agreement”) dated as of May 16, 2023, by and among Forbion European Acquisition Corp. (“FEAC”), enGene, Inc. (the “Company”) and enGene Holdings Inc. (“Newco” and, together with FEAC and the Company, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. MASTER...Master Service Agreement • August 9th, 2023 • enGene Holdings Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Agreement is made, effective as of the date executed by the last party to sign below (such date, the “Effective Date”), by and between BioAgilytix Labs, LLC, a Delaware Limited Liability Company, having a principal place of business at 2300 Englert Drive, Durham, NC 27713, together with its Affiliates and Subsidiaries (“collectively BioAgilytix”) and ENGENE INC., a Canadian corporation, having its principal place of business at 7171 Rue Frederick Banting, Saint-Laurent, Quebec H4S 1Z9, Canada (“ENGENE”).
EMPLOYMENT AGREEMENT FOR ANTHONY CHEUNGEmployment Agreement • November 9th, 2023 • enGene Holdings Inc. • Biological products, (no disgnostic substances)
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between EnGene, Inc. (the “Company”) and Anthony Cheung (the “Executive”) as of the date first written below.
CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. NON-EXCLUSIVE...Non-Exclusive License Agreement • August 30th, 2023 • enGene Holdings Inc. • Biological products, (no disgnostic substances) • New York
This NON-EXCLUSIVE LICENSE AGREEMENT (“Agreement”) is entered into as of April 10, 2020 (“Effective Date”) between enGene, Inc., a corporation formed under Canadian law having its principal place of business at 7171 Frederick Banting, Suite 3232, Laurent, Quebec, Canada, H4S, 1Z9 (“ENGENE”) and Nature Technology Corporation, a Delaware corporation with a place of business at 4701 Innovation Drive, Suite 103, Lincoln, NE 68521 (“NTC”), each referred to herein individually as “Party” and collectively as “Parties.”
EMPLOYMENT AGREEMENT FOR LEE GIGUEREEmployment Agreement for Lee • June 14th, 2024 • enGene Holdings Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between EnGene USA, Inc., its successors and assigns (the “Company”) and Lee Giguere (the “Executive”) as of the date first written below.
