AXCELLA HEALTH INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 12th, 2019 • Axcella Health Inc. • Biological products, (no disgnostic substances) • Delaware
THIS FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 30th day of November, 2018, by and among Axcella Health Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto and any subsequent purchasers of Preferred Stock who become parties hereto as “Investor” pursuant to Section 6.10 below, each of which is referred to in this Agreement as an “Investor”.
AXCELLA HEALTH INC. [FORM OF] OFFICER INDEMNIFICATION AGREEMENTAxcella Health • April 12th, 2019 • Axcella Health Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Axcella Health Inc., a Delaware corporation (the “Company”), and [Officer] (“Indemnitee”).(1)
December 14, 2016 BY EMAIL Mr. Thomas Leggett Re: Employment Agreement Dear Tom:Axcella Health Inc. • April 12th, 2019 • Biological products, (no disgnostic substances) • Massachusetts
On behalf of Axcella Health Inc. (the “Company”), and the entire Board of Directors of the Company (the “Board”), I am delighted to offer you employment with the Company. This offer letter agreement (the “Agreement”) describes the terms and conditions of such employment.
AXCELLA HEALTH INC. FIFTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO- SALE AGREEMENTSale Agreement • April 12th, 2019 • Axcella Health Inc. • Biological products, (no disgnostic substances) • Delaware
This FIFTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT is made as of November 30, 2018 by and among Axcella Health Inc., a Delaware corporation (the “Company”), the Investors listed on Schedule A and any subsequent purchasers of Preferred Stock who become parties hereto as “Investors” pursuant to Section 6.16 below and the Key Holders listed on Schedule B.
April 18, 2018 William R. Hinshaw, Jr. Dear William:Axcella Health Inc. • April 12th, 2019 • Biological products, (no disgnostic substances)
On behalf of Axcella Health, Inc. (the “Company”), I am delighted to offer you employment with the Company. This offer letter (the “Offer Letter”) and the accompanying documents and agreements summarize and set forth important terms about your employment with the Company.
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • April 12th, 2019 • Axcella Health Inc. • Biological products, (no disgnostic substances) • Delaware
THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is effective as of the 31st day of May, 2018 (the “Effective Date”), by and between (i) Axcella Health, Inc., a Delaware corporation (the “Company”), and (ii) Robert Connelly (the “Repurchase Stockholder”).
AXCELLA HEALTH INC. FIFTH AMENDED AND RESTATED VOTING AGREEMENTAdoption Agreement • April 12th, 2019 • Axcella Health Inc. • Biological products, (no disgnostic substances) • Delaware
This FIFTH AMENDED AND RESTATED VOTING AGREEMENT is made and entered into as of this 30th day of November, 2018 by and among Axcella Health Inc., a Delaware corporation (the “Company”), each holder of the Company’s Series A Preferred Stock, $0.001 par value per share (“Series A Preferred Stock”), each holder of the Company’s Series B Preferred Stock, $0.001 par value per share (“Series B Preferred Stock”), each holder of the Company’s Series B-1 Preferred Stock, $0.001 par value per share (“Series B-1 Preferred Stock”), each holder of the Company’s Series C Preferred Stock, $0.001 par value per share (‘Series C Preferred Stock”), each holder of the Company’s Series D Preferred Stock, $0.001 par value per share (“Series D Preferred Stock”), and each holder of the Company’s Series E Preferred Stock, $0.001 par value per share (“Series E Preferred Stock” and together with the Series A Preferred Stock, the Series B Preferred Stock, the Series B-1 Preferred Stock, the Series C Preferred Sto
July 23, 2018 Mr. Stephen Mitchener Re: Offer of Employment Dear Stephen,Axcella Health Inc. • April 12th, 2019 • Biological products, (no disgnostic substances) • Massachusetts
On behalf of Axcella Health Inc. (the “Company” or “Axcella”) and the entire Board of Directors of the Company (the “Board”), I am delighted to offer you employment with the Company. This offer letter agreement (the “Agreement”) describes the initial terms and conditions of such employment. Your employment terms will be reviewed annually to ensure they are appropriate for your then current level of responsibility and performance of your obligations at the Company. In addition, your compensation will be reviewed in connection with any review process performed with respect to the Company’s executive team.
