RUBIUS THERAPEUTICS, INC. Issuer AND [TRUSTEE], TrusteeIndenture • August 1st, 2019 • Rubius Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
INDENTURE, dated as of [·], 201 , among RUBIUS THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE] as trustee (the “Trustee”):
DISTRIBUTION AGREEMENTDistribution Agreement • August 1st, 2019 • Rubius Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Rubius Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement with each of J.P. Morgan Securities LLC, Jefferies LLC and SVB Leerink LLC, as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (each an “Agent” and collectively, the “Agents”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this “Agreement”), of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company having an aggregate Gross Sales Price (as defined in Section 2(b) below) of up to $100,000,000 (the “Maximum Amount”) on the terms set forth in Section 1 of this Agreement. Such shares are hereinafter collectively referred to as the “Shares” and are described in the Prospectus referred to below.
