0001280600-15-000048 Sample Contracts

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • September 11th, 2015 • Acceleron Pharma Inc • Biological products, (no disgnostic substances)

This agreement (this “Agreement”) evidences an award (this “Award”) of restricted stock units (the “Restricted Stock Units”) granted by Acceleron Pharma Inc. (the “Company”) to the undersigned (the “Participant”) pursuant and subject to the terms and conditions of the Acceleron Pharma Inc. 2013 Equity Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference. Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

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FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • September 11th, 2015 • Acceleron Pharma Inc • Biological products, (no disgnostic substances)

This First Amendment (“First Amendment”), effective as of September 9, 2015, by and between Acceleron Pharma Inc., a Delaware corporation (“Acceleron”), and Steven D. Ertel, Executive Vice President and Chief Operating Officer of Acceleron (the “Executive”), amends that certain Amended and Restated Employment Agreement between Executive and Acceleron, dated as of January 31, 2014 (“Agreement”). Together Acceleron and Executive are the “Parties” and each is a “Party”.

FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • September 11th, 2015 • Acceleron Pharma Inc • Biological products, (no disgnostic substances)

This First Amendment (“First Amendment”), effective as of September 9, 2015, by and between Acceleron Pharma Inc., a Delaware corporation (“Acceleron”), and Kevin F. McLaughlin, Senior Vice President and Chief Financial Officer of Acceleron (the “Executive”), amends that certain Amended and Restated Employment Agreement between Executive and Acceleron, dated as of January 31, 2014 (“Agreement”). Together Acceleron and Executive are the “Parties” and each is a “Party”.

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