REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of the date first above written, by and among FIBROBIOLOGICS LLC, a Delaware limited liability company and having a principal place of business at 16815 Royal Crest Drive, Suite 100, Houston, TX 77058 (the “Company”), GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 12C, rue Guillaume J. Kroll, L-1882 Luxembourg (“Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at 3 Bayside Executive Park, West Bay Street & Blake Road, P.O. Box N-4875, Nassau, The Bahamas (“GYBL,” and together with Purchaser, the “Parties”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement (as defined below).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations • New York
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the date first above written by and among FIBROBIOLOGICS LLC, a Delaware limited liability company and having a principal place of business at 16815 Royal Crest Drive, Suite 100, Houston, TX 77058 (the “Company”); GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 12C, rue Guillaume J. Kroll, L-1882 Luxembourg (the “Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at 3 Bayside Executive Park, West Bay Street & Blake Road, P.O. Box N-4875, Nassau, The Bahamas (“GYBL,” and together with the Company and Purchaser, the “Parties”).
FIBROBIOLOGICS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective from May 31, 2022 (the “Effective Date”) by and among FIBROBIOLOGICS, INC. (the “Company”) and Mark Andersen (“CFO”). The Company and CFO are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENTIntellectual Property Cross-License Agreement • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations • Texas
This INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT (this “Agreement”), dated as of May 17, 2021 (the “Effective Date”), is made between SPINALCYTE LLC, a Texas limited liability company (“SpinalCyte”) and FIBROBIOLOGICS LLC, a Texas limited liability company (“FibroBiologics”). FibroBiologics and SpinalCyte are each referred to individually as a “Party” and collectively as the “Parties.”.
SUBLEASE AGREEMENTSublease Agreement • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations
THIS SUBLEASE AGREEMENT (“Sublease”), is made by and between United Fire & Casualty Company, an Iowa corporation doing business as United Fire Group (“Sublandlord”) and FibroBiologics, Inc., a Delaware corporation (“Subtenant”), and shall be effective as of the date set forth below Landlord’s signature (“Effective Date”). Sublandlord and Subtenant collectively shall be referred to herein as “Parties”, and individually as a “Party.”
FIBROBIOLOGICS, LLC EMPLOYMENT AGREEMENTEmployment Agreement • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective from July 20, 2021 (the “Effective Date”) by and among FIBROBIOLOGICS, LLC (the “Company”) and Hamid Khoja (“CSO”). The Company and CSO are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
AGREEMENTIntellectual Property Agreements • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations • Texas
THIS AGREEMENT (this “Agreement”), dated as of May 17, 2021 (the “Effective Date”), is made and entered into by and between SPINALCYTE LLC, a Texas limited liability company (“SpinalCyte”), and FIBROBIOLOGICS LLC, a Texas limited liability company (“FibroBiologics”). FibroBiologics and SpinalCyte are each referred to herein individually as a “Party” and collectively as the “Parties.”
LICENSE AGREEMENTLicense Agreement • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations
PATENT ASSIGNMENT AGREEMENTPatent Assignment Agreement • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations • Texas
This PATE T ASSIGNMENT AGREEMENT (this “Assignment”), dated as of May 17,202l (the “Effective Date”), is made and entered into by and between SPINALCYTE LLC, a Texas limited liability company (“SpinalCyte”) and FIBROBIOLOGICS LLC, a Texas limited liability company ( “FibroBiologics”). FibroBiologics and SpinalCyte are each referred to individually as a “ “ and collectively as the “Parties.”
Amendment 004 to the License Agreement Between K2 Biolabs and FibrobiologicsLicense Agreement • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations
This Amendment 004 (the “Amendment”) to the License Agreement dated 10/07/2021 (the “Original Agreement”), K2 Biolabs, LLC., a Delaware limited liability company, as Licensor (the “Licensor”), and FibroBiologics, Inc., Delaware corporation, as Licensee (the “Licensee”), and is effective on January 1st, 2023 (the “Effective Date”).
AMENDMENT 1Patent Assignment Agreement • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations
This AMENDMENT 1 (“Amendment 1”) to the Patent Assignment Agreement (the “Assignment”) dated May 17, 2021 entered into by and between SPINALCYTE LLC, a Texas limited liability company (“SpinalCyte”), and FIBROBIOLOGICS, INC., a Delaware corporation (“FibroBiologics”), is effective as of August 2, 2022 (“Effective Date”). FibroBiologics and SpinalCyte are each referred to individually as a “Party” and collectively as the “Parties.”
Amendment 003 to the License Agreement Between K2 Biolabs and FibrobiologicsLicense Agreement • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations
This Amendment (the “Amendment”) to the License Agreement dated 10/07/2021 (the “Original Agreement”), K2 Biolabs, LLC., a Delaware limited liability company, as Licensor (the “Licensor”), and FibroBiologics, Inc., a Texas LLC, as Licensee (the “Licensee”), and is effective on October 1st, 2022 (the “Effective Date”).
Amendment to the License Agreement Between K2 Biolabs and Ponce TherapeuticsLicense Agreement • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations
This Amendment (the “Amendment”) to the License Agreement dated 10/07/2021 (the “Original Agreement”), K2 Biolabs, LLC., a Delaware limited liability company, as Licensor (the “Licensor”), and FibroBiologics, Inc., a Texas LLC, as Licensee (the “Licensee”), and is effective on July 1s1, 2022 (the “Effective Date”).
ENERGY RESEARCH PARK INDUSTRIAL LEASE BETWEEN UNIVERSITY OF HOUSTON SYSTEM, AS LANDLORD AND FibroBiologics, Inc., AS TENANT HOUSTON, TEXASIndustrial Lease • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations
This Lease Agreement (the “Lease”) is made and entered into on this the 1st day of August , 2023 between the UNIVERSITY OF HOUSTON SYSTEM, an institution of higher education in the State of Texas (“Landlord”), and FibroBiologics, Inc., a Delaware Corporation (“Tenant”).
Amendment 002 to the License Agreement Between K2 Biolabs and FibrobiologicsLicense Agreement • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations
This Amendment (the “Amendment”) to the License Agreement dated 10/07/2021 (the “Original Agreement”), K2 Biolabs, LLC., a Delaware limited liability company, as Licensor (the “Licensor”), and FibroBiologics, Inc., a Texas LLC, as Licensee (the “Licensee”), and is effective on August 1st, 2022 (the “Effective Date”).
Agreement Regarding Right of First NegotiationRight of First Negotiation Agreement • November 30th, 2023 • FibroBiologics Inc. • Pharmaceutical preparations • Texas
This Agreement Regarding Right of First Negotiation dated January 20, 2023, is by and between SpinalCyte LLC (“SpinalCyte”), and FibroBiologics, Inc. (“FibroBiologics”).
