MACROGENICS, INC. (a Delaware corporation) [•] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 2014 • Macrogenics Inc • Pharmaceutical preparations • New York
Macrogenics, Inc., a Delaware corporation (the “Company”), and the persons listed in Schedule B hereto (the “Selling Stockholders”), confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Leerink Partners LLC (“Leerink Partners”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and Leerink Partners are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the Selling Stockholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Company and to the Underwriters, acting
FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among MACROGENICS, INC., THE FOUNDERS, and THE INVESTORS February 3, 2014Registration Rights Agreement • February 10th, 2014 • Macrogenics Inc • Pharmaceutical preparations • Delaware
THIS FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated February 3, 2014 (this “Agreement”), is made by and among (i) MacroGenics, Inc., a Delaware corporation (the “Company”), (ii) those parties identified as Founders on Exhibit A (the “Founders”), and (iii) the parties listed on Exhibit B hereto (the “Existing Investors”), the parties listed on Exhibit C hereto (the “Series D Investors”), the parties listed on Exhibit D hereto (the “New Investors,”) (collectively, the “Investors”).
