•] Shares CULLINAN MANAGEMENT, INC. COMMON STOCK (PAR VALUE $0.0001 PER SHARE) UNDERWRITING AGREEMENT January [•], 2021Underwriting Agreement • January 4th, 2021 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances) • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 4th, 2021 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances) • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the [●] day of January, 2021, by and among Cullinan Management, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
SERVICE AGREEMENTService Agreement • January 4th, 2021 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances) • Massachusetts
This Service Agreement (“Agreement”) is made between Cullinan Management, Inc., a Delaware corporation (the “Company”), and Patrick Baeuerle, Ph.D. (the “Executive”) and is effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”). Except with respect to the Equity Documents (as defined below) and subject to Section 10 below, this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the Consulting Agreement between the Executive and the Company dated January 1, 2019 (the “Prior Agreement”), except for Sections 4 through 15 thereof, which are preserved and remain in full force and effect (the “Preserved Provisions”), and (ii) any offer letter, employment agreement or severance agreement.
AGREEMENT AND PLAN OF MERGER of CULLINAN ONCOLOGY, LLC with and into CULLINAN MANAGEMENT, INC.Agreement and Plan of Merger • January 4th, 2021 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances)
THIS AGREEMENT AND PLAN OF MERGER (the “Plan of Merger”) is made this [ ], by and between Cullinan Oncology, LLC, a Delaware limited liability company (the “LLC”) and Cullinan Management, Inc., a Delaware corporation (the “Corporation”).
CULLINAN MANAGEMENT, INC. CONTRIBUTION AGREEMENTContribution Agreement • January 4th, 2021 • Cullinan Oncology, LLC • Biological products, (no disgnostic substances) • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of [●], 2021, by and among Cullinan Management, Inc., a Delaware corporation (the “Company”), and Cullinan Oncology, LLC, a Delaware limited liability company (the “Contributor”).
