] Shares Vera Therapeutics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • May 10th, 2021 • Vera Therapeutics, Inc. • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 10th, 2021 • Vera Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of _____________ between VERA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [__] (“Indemnitee”).
VERA THERAPEUTICS, INC. 8,064,517 Shares of Class A Common Stock Underwriting AgreementVera Therapeutics, Inc. • January 30th, 2024 • Pharmaceutical preparations • New York
Vera Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC (“J.P. Morgan”), Cowen and Company, LLC (“Cowen”) and Evercore Group L.L.C. (“Evercore”) are acting as representatives (the “Representatives”), an aggregate of 8,064,517 shares (the “Underwritten Shares”) of Class A common stock, par value $0.001 per share, of the Company and, at the option of the Underwriters, up to an additional 1,209,677 shares of Class A 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 Class A common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
VERA THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20 Debt SecuritiesIndenture • June 3rd, 2022 • Vera Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [•], 20__, among VERA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
VERA THERAPEUTICS, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • June 3rd, 2022 • Vera Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between VERA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
VERA THERAPEUTICS, Inc. AND _____________, AS WARRANT AGENT FORM OF CLASS A COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Common Stock Warrant Agreement • June 3rd, 2022 • Vera Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS CLASS A COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between VERA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
VERA THERAPEUTICS, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • June 3rd, 2022 • Vera Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between VERA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
VERA THERAPEUTICS, INC. CLASS A COMMON STOCK SALES AGREEMENTSales Agreement • June 3rd, 2022 • Vera Therapeutics, Inc. • Pharmaceutical preparations • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 7th, 2022 • Vera Therapeutics, Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of December 17, 2021 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and VERA THERAPEUTICS, INC., a Delaware corporation with offices located at 8000 Marina Blvd., Suite 120, Brisbane, CA 94005 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
May 7, 2021 Marshall W. Fordyce, M.D.Vera Therapeutics, Inc. • May 10th, 2021 • Pharmaceutical preparations • California
Vera Therapeutics, Inc. (the “Company”) is pleased to offer you continued employment with the Company on the terms set forth in this agreement (this “Agreement”). This Agreement is effective as of the effective date of the registration statement for the initial public offering of the Company’s Class A Common Stock (the “Effective Date”) and shall amend, and restate any prior offer letter or employment agreement between you and the Company, including your December 16, 2020 offer letter.
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 23rd, 2021 • Vera Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of October 29, 2020, by and among Vera Therapeutics, Inc., a Delaware corporation formerly known as Trucode Gene Repair, Inc., (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 7th, 2022 • Vera Therapeutics, Inc. • Pharmaceutical preparations • New York
This Asset Purchase Agreement (the “Agreement”) is made and entered into as of December 16, 2021 between Amplyx Pharmaceuticals, Inc., a Delaware corporation (the “Seller”), and Vera Therapeutics, Inc., a Delaware corporation (the “Buyer”).
December 19, 2023 William Turner Re: Employment Terms Dear William:Solicitation Agreement • May 10th, 2024 • Vera Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
On behalf of Vera Therapeutics, Inc. (the “Company”), I am pleased to offer you employment at the Company on the terms set forth in this offer letter agreement (this “Agreement”). As discussed, the terms of this Agreement govern with respect to your employment, which shall commence no later than January 8, 2024 (such actual date of your commencement of employment, which shall be mutually agreed upon, shall be referred to herein as the “Start Date”).
LICENSE AGREEMENTLicense Agreement • February 7th, 2022 • Vera Therapeutics, Inc. • Pharmaceutical preparations • New York
This License Agreement (“Agreement”), made as of August 26, 2019 (“Effective Date”), is by and between Novartis International Pharmaceutical AG, a corporation organized under the laws of Switzerland, with its principal place of business at Lichtstrasse 35, CH-4056 Basel, Switzerland (“Novartis”) and Amplyx Pharmaceuticals, Inc., a corporation organized and existing under the laws of Delaware, with a principal place of business at 12730 High Bluff Drive, Suite 160, San Diego, California 92130 (“Company”). Novartis and Company are each referred to individually as a “Party” and together as the “Parties.”
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder...License Agreement • February 7th, 2022 • Vera Therapeutics, Inc. • Pharmaceutical preparations • New York
This Amendment No. 1 to the License Agreement, dated as of September 24, 2019 (this “Amendment”), is entered into by and between Novartis International Pharmaceutical AG, a corporation organized under the laws of Switzerland (“Novartis”), and Amplyx Pharmaceuticals, Inc., a corporation organized and existing under the laws of Delaware (“Company”). Novartis and Company are each referred to individually as a “Party” and together as the “Parties”. Except as otherwise expressly provided, capitalized terms used in this Amendment that are not otherwise defined herein shall have the meanings provided in the License Agreement (as defined below).
May 30, 2021 Sean P. GrantVera Therapeutics, Inc. • July 14th, 2021 • Pharmaceutical preparations
On behalf of Vera Therapeutics, Inc. (the “Company”), I am pleased to offer you employment at the Company on the terms set forth in this offer letter agreement (this “Agreement”). As discussed, the terms of this Agreement govern with respect to your employment, which shall commence on a mutually agreed upon date that is no later than July 12, 2021 (such actual date of your commencement of employment shall be referred to herein as the “Start Date”).
February 5, 2020 Joanne Curley, Ph.D.Vera Therapeutics, Inc. • April 23rd, 2021 • Pharmaceutical preparations • California
On behalf of TruCode Gene Repair, Inc. (the “Company”), I am pleased to offer you employment at the Company on the terms set forth in this offer letter agreement (the “Agreement”). As discussed, the terms of this Agreement govern with respect to your employment, which shall commence no later than March 12, 2020 (such actual date of your commencement of employment shall be referred to herein as the “Start Date”).
ContractLicense Agreement • April 23rd, 2021 • Vera Therapeutics, Inc. • Pharmaceutical preparations • New York
[***] = Certain marked information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential.
September 3, 2020 Joanne Curley, Ph.D. Via E-Mail Re: Amendment to Employment Agreement Dear Joanne:Vera Therapeutics, Inc. • April 23rd, 2021 • Pharmaceutical preparations • California
As you know, you currently perform services for Vera Therapeutics. Inc. (f/k/a Truecode Gene Repair, Inc.) (the “Company”) pursuant to an employment agreement signed by you and the Company on February 6. 2020 (the “Employment Agreement”). You and the Company hereby agree to amend the Employment Agreement as set forth below (the “Amendment”).
January 3, 2024 Celia Lin, M.D. Via Email Dear Celia:Vera Therapeutics, Inc. • March 27th, 2024 • Pharmaceutical preparations
This letter sets forth the substance of the separation agreement (the “Agreement”) that Vera Therapeutics, Inc. (the “Company”) is offering to you to aid in your employment transition. By executing and delivering this Agreement, you and the Company agree as follows:
CONFIDENTIAL CONSULTING AGREEMENTConfidential Consulting Agreement • April 23rd, 2021 • Vera Therapeutics, Inc. • Pharmaceutical preparations • California
This Confidential Consulting Agreement (the “Agreement”) is executed as of the date shown on the signature page (the “Effective Date”), by and between FLG Partners, LLC, a California limited liability company (“FLG”), and the entity identified on the signature page (“Client”).
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder...License Agreement • January 4th, 2022 • Vera Therapeutics, Inc. • Pharmaceutical preparations • New York
This Amendment No. 1 to the License Agreement, dated as of September 24, 2019 (this “Amendment”), is entered into by and between Novartis International Pharmaceutical AG, a corporation organized under the laws of Switzerland (“Novartis”), and Amplyx Pharmaceuticals, Inc., a corporation organized and existing under the laws of Delaware (“Company”). Novartis and Company are each referred to individually as a “Party” and together as the “Parties”. Except as otherwise expressly provided, capitalized terms used in this Amendment that are not otherwise defined herein shall have the meanings provided in the License Agreement (as defined below).
September 24, 2020 Allen Ebens Via E-Mail Re: Separation Agreement Dear Allen:Vera Therapeutics, Inc. • April 23rd, 2021 • Pharmaceutical preparations • California
This letter sets forth the terms of the separation agreement (the “Agreement”) that Vera Therapeutics, Inc. (f/k/a Trucode Gene Repair, Inc.) (the “Company”) is offering to aid in your employment transition.
