SOLID BIOSCIENCES, INC. [●] Shares of Common Stock Form of Underwriting AgreementSolid Biosciences, LLC • December 29th, 2017 • Biological products, (no disgnostic substances) • New York
Solid Biosciences, 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, par value $ 0.001 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.”
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • December 29th, 2017 • Solid Biosciences, LLC • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is made as of , 2018 by and between Solid Biosciences Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company, Solid Biosciences, LLC and/or Solid GT, LLC, on the one hand, and Indemnitee, on the other hand, covering the subject matter of this Agreement. Certain capitalized terms used herein are defined in Section 2 hereof.
FORM OF AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 29th, 2017 • Solid Biosciences, LLC • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of , 2018, by and among Solid Biosciences Inc., a Delaware corporation (the “Company”), Bain Capital Life Sciences Fund, L.P., a limited partnership organized under the laws of the Cayman Islands, and BCIP Life Sciences Associates, LP, a limited partnership organized under the laws of Delaware (together, the “Bain Funds”), BCLS Solid Bio, Inc., a Delaware corporation (the “Bain Blocker”), Foresite Capital Fund III, L.P., a limited partnership organized under the laws of Delaware (the “Foresite Fund”) and FC Fund III Solid Holdings, Inc., a Delaware corporation (the “Foresite Blocker”). The Company, the Bain Funds, the Bain Blocker, the Foresite Fund and the Foresite Blocker are collectively referred to herein as the “Parties,” and each individually is referred to herein as a “Party.” All references to the Company include its predecessor, Solid Biosciences, LLC, a Delaware limited liability company.
LICENSE AGREEMENTLicense Agreement • December 29th, 2017 • Solid Biosciences, LLC • Biological products, (no disgnostic substances) • Massachusetts
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 29th, 2017 • Solid Biosciences, LLC • Biological products, (no disgnostic substances) • Delaware
This Amended and Restated Registration Rights Agreement (this “Agreement”) dated as of March 29, 2017, is made by and among Solid Biosciences, LLC, a Delaware limited liability company (“Solid”), and the persons listed on Schedule A (each, an “Investor”).
LICENSE AGREEMENTLicense Agreement • December 29th, 2017 • Solid Biosciences, LLC • Biological products, (no disgnostic substances) • Missouri
Such revenue or other consideration attributable to the SUBLICENSE of PATENT RIGHTS (“SUBLICENSE REVENUE”) shall include, but not be limited to, all option fees, license issue fees (up-front payments), license maintenance fees, milestone payments, payments for equity in excess of fair market value, joint marketing fees and research and development funding in excess of LICENSEE’s cost of performing such research and development (other than the earned royalty specified in Section 3.02(a)). In the event that LICENSEE agrees to receive only equity at fair market value from the SUBLICENSEE for development rights and as payment for all milestone events per agreement between LICENSEE and SUBLICENSEE, UNIVERSITY is entitled to a portion of that equity equal to the specified portion percentage for sublicenses listed above or may opt to receive a cash equivalent based on the estimated fair market value at time agreement is signed. For clarity, SUBLICENSE REVENUE shall not include (1) research an
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN SOLID BIOSCIENCES, LLC AND SOLID GT, LLC Dated as of March 29, 2017Agreement and Plan of Merger • December 29th, 2017 • Solid Biosciences, LLC • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 29, 2017, by and between Solid Biosciences, LLC, a Delaware limited liability company (“Bio”), and Solid GT, LLC, a Delaware limited liability company (“GT”). Each of the parties referred to above may be referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth on the Schedule of Defined Terms attached hereto, the terms, provisions and contents of which are hereby incorporated by reference herein and made part hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2017 • Solid Biosciences, LLC • Biological products, (no disgnostic substances) • Delaware
In consideration and as a condition of my employment and/or continued employment by Solid Ventures, LLC, a Delaware limited liability company (the “Company”), I hereby agree with the Company as follows:
SOLID BIOSCIENCES INC. FORM OF RESTRICTED STOCK AGREEMENTRestricted Stock Award Agreement • December 29th, 2017 • Solid Biosciences, LLC • Biological products, (no disgnostic substances) • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Solid Biosciences Inc., a Delaware corporation, (the “Company”) and the Participant specified above, pursuant to the Solid Biosciences Inc. 2018 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
SOLID BIOSCIENCES INC. FORM OF INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Award Agreement • December 29th, 2017 • Solid Biosciences, LLC • Biological products, (no disgnostic substances) • Delaware
This Option may be exercised with respect to the first 25% of the shares subject to this Option on the first anniversary date of the Grant Date and an additional 25% of the shares subject to this Option upon each subsequent anniversary date thereafter until the fourth anniversary of the Grant Date (in each case, subject to the Participant’s continued service with the Company or any of its Subsidiaries through the applicable vesting date).
ADVISORY AGREEMENTAdvisory Agreement • December 29th, 2017 • Solid Biosciences, LLC • Biological products, (no disgnostic substances) • Delaware
In consideration and as a condition of my advisory relationship with Solid Ventures, LLC, a Delaware limited liability company (the “Company”), I hereby agree with the Company as follows:
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SOLID BIOSCIENCES, LLC A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • December 29th, 2017 • Solid Biosciences, LLC • Biological products, (no disgnostic substances) • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Solid Biosciences, LLC, a Delaware limited liability company (the “Company”) is entered into, and shall be effective, as of March 29, 2017, by and among: (i) the Company and (ii) the Persons party hereto that are identified as Members on Schedule A attached hereto (such Persons, their respective successors and any additional Persons hereinafter admitted to the Company as members being hereinafter referred to individually as a “Member” and collectively as the “Members”), and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”).
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SOLID BIOSCIENCES, LLCLimited Liability • December 29th, 2017 • Solid Biosciences, LLC • Biological products, (no disgnostic substances)
This Amendment No. 1 (this “Amendment”) to the Third Amended and Restated Limited Liability Company Agreement dated as of March 29, 2017 (the “Agreement”), of Solid Biosciences, LLC, a Delaware limited liability company (the “Company”), is entered into and shall be effective, as of October 26, 2017.
