REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2023 • Frequency Therapeutics, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 14, 2023, among Korro Bio, Inc., a Delaware corporation, Frequency Therapeutics, Inc. (“Frequency”), a Delaware corporation, and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and. collectively, the “Purchasers”).
KORRO BIO, INC. AMENDED AND RESTATED FORM OF DIRECTOR INDEMNIFICATION AGREEMENTForm of Director Indemnification Agreement • November 6th, 2023 • Frequency Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________________ by and between Korro Bio, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
KORRO BIO, INC. AMENDED AND RESTATED FORM OF OFFICER INDEMNIFICATION AGREEMENTForm of Officer Indemnification Agreement • November 6th, 2023 • Frequency Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________________ by and between Korro Bio, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
LOCK-UP AGREEMENTLock-Up Agreement • November 6th, 2023 • Frequency Therapeutics, Inc. • Pharmaceutical preparations
The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Frequency Therapeutics, Inc., a Delaware corporation (“Frequency”), has entered into an Agreement and Plan of Merger, dated as of July 14, 2023 (as the same may be amended from time to time, the “Merger Agreement”) with Frequency Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Frequency, and Korro Bio, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • November 6th, 2023 • Frequency Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Subscription Agreement (this “Agreement”) is made and entered into as of July 14, 2023 (the “Effective Date”) by and among Korro Bio, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on the signature pages hereto, severally and not jointly (each a “Purchaser” and together the “Purchasers”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 8 hereof.
CONTINGENT VALUE RIGHTS AGREEMENT BETWEEN FREQUENCY THERAPEUTICS, INC. and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC., collectively, as Rights Agent Dated as of November 3, 2023Contingent Value Rights Agreement • November 6th, 2023 • Frequency Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of November 3, 2023, is entered into by and between Frequency Therapeutics, Inc., a Delaware corporation (“Frequency”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a national banking association, collectively, as initial Rights Agent (as defined herein).
ContractFrequency Therapeutics, Inc. • November 6th, 2023 • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
