AXCELLA HEALTH, INC. Shares of Common Stock Underwriting AgreementLetter Agreement • April 30th, 2019 • Axcella Health Inc. • Biological products, (no disgnostic substances) • New York
Axcella Health, 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 shares of common stock, $0.001 par value per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 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”.
SOLAR CAPITAL LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 30th, 2019 • Axcella Health Inc. • Biological products, (no disgnostic substances) • New York
THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of January 9, 2018 (the “Effective Date”) among SOLAR CAPITAL LTD., a Maryland corporation, with an office located at 500 Park Avenue, 3rd Floor, New York, NY 10022 (“SolarCap”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including SolarCap in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and AXCELLA HEALTH INC., a Delaware corporation (“Axcella”), and ACORA NUTRITION LLC, a Delaware limited liability company (“Acora” and, individually and collectively, jointly and severally with Axcella, “Borrower”), with offices located at 840 Memorial Drive, 3rd Floor, Cambridge, MA 02139, provides the terms on which the Lenders shall lend to Borrower and Borrower
RIVERSIDE TECHNOLOGY CENTER FIFTH LEASE EXTENSION AND MODIFICATION AGREEMENT TO THE LEASE BETWEEN RIVERTECH ASSOCIATES II LLC AND AXCELLA HEALTH, INC., (f/k/a PRONUTRIA BIOSCIENCES, INC. and f/k/a ESSENTIENT, INC.)Extension and Modification Agreement • April 30th, 2019 • Axcella Health Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Fifth Lease Extension and Modification Agreement (the “Fifth Lease Amendment”) entered into this 28th day of April, 2017 by and between Rivertech Associates II, LLC, a Massachusetts limited liability company with a principal address c/o The Abbey Group 177 Huntington Ave. 24th Floor Boston, Massachusetts 02115 herein, (the “Lessor”), and Axcella Health, Inc. (as successor in interest to Pronutria Biosciences, Inc., itself the successor in interest to Essentient, Inc.), with a business address at 840 Memorial Drive Cambridge, Massachusetts (herein the “Lessee”), with respect to a certain Lease dated December 28,2010 (the “Original Lease”) for certain office and laboratory space in the building at 840 Memorial Drive Cambridge, Massachusetts (the “Building”); as amended by a Lease Extension and Modification Agreement December 9,2013 (“First Lease Amendment”): by a Second Lease Extension and Modification Agreement July 31, 2014 (“Second Lease Amendment”): by a Third Lease Extension an
INDENTURE OF LEASE by and between RIVERTECH ASSOCIATES EE, LLC (“LESSOR”) and ESSENTIENT, INC. (“LESSEE”) RIVERSIDE TECHNOLOGY CENTERIndenture of Lease • April 30th, 2019 • Axcella Health Inc. • Biological products, (no disgnostic substances) • Massachusetts
Agreement entered into this 28th day of December, 2010 in consideration of the covenants and other benefits herein contained the receipt and sufficiency of said consideration being hereby acknowledged.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 30th, 2019 • Axcella Health Inc. • Biological products, (no disgnostic substances)
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of November 30, 2018 (the “Amendment Effective Date”), is made among Axcella Health Inc., a Delaware corporation (the “Axcella”), and Acora Nutrition LLC, a Delaware limited liability company (“Acora” and, individually and collectively, jointly and severally with Axcella, the “Borrower”), Solar Capital Ltd., a Maryland corporation (“Solar”), in its capacity as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”) and the Lenders listed on Schedule 1.1 of the Loan and Security Agreement (as defined below) or otherwise a party hereto from time to time including Solar in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 30th, 2019 • Axcella Health Inc. • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of October 5, 2018 (the “Amendment Effective Date”), is made among Axcella Health Inc., a Delaware corporation (the “Axcella”), and Acora Nutrition LLC, a Delaware limited liability company (“Acora” and, individually and collectively, jointly and severally with Axcella, the “Borrower”), Solar Capital Ltd., a Maryland corporation (“Solar”), in its capacity as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”) and the Lenders listed on Schedule 1.1 of the Loan and Security Agreement (as defined below) or otherwise a party hereto from time to time including Solar in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”).
Re: Separation AgreementLetter Agreement • April 30th, 2019 • Axcella Health Inc. • Biological products, (no disgnostic substances) • Massachusetts
The purpose of this letter agreement (the “Agreement”) is to confirm the terms regarding your separation of employment from Axcella Health, Inc. (the “Company”). As more fully set forth below, the Company desires to provide you with severance pay and benefits in exchange for certain agreements by you. This Agreement shall become effective on the eighth (8th) day following your acceptance of it (the “Effective Date”), as provided below.
