Arsanis, Inc. Sample Contracts

Arsanis, Inc. – Confidential November 26, 2018 David Mantus Retention Bonus Agreement Dear Dave, (February 13th, 2019)

On behalf of Arsanis, Inc. (the “Company”), I would like to thank you for your continued service to the Company and emphasize your importance to our organization and its success. I am pleased to inform you that, as an incentive for your continued service to the Company, the Company is making you eligible for a special retention bonus, subject to the satisfaction of the terms and conditions described in this letter agreement.

Arsanis, Inc. – By Hand January 15, 2019 Dear Chris: (February 13th, 2019)

As we also discussed, if you sign and return this letter agreement to me no earlier than the Separation Date, but no later than March 4, 2019, and do not revoke your agreement (as described below), you will be eligible to receive the severance benefits described in paragraph 1 below. By signing and returning this letter agreement and not revoking your acceptance, you will be entering into a binding agreement with the Company and will be agreeing to the terms and conditions set forth in the numbered paragraphs below, including the release of claims set forth in paragraph 2. Therefore, you are advised to consult with an attorney before signing this letter agreement and you have been given at least forty-five (45) days to do so. If you sign this letter agreement, you may change your mind and revoke your agreement during the seven (7) day period after you have signed it (the “Revocation Period”) by notifying me in writing. If you do not so revoke, this letter agreement will become a bindin

Arsanis, Inc. – Amended and Restated Letter Agreement for David Mantus (February 13th, 2019)

This letter (the “Letter Agreement”) amends and restates the terms and conditions of your employment with Arsanis, Inc. (“Arsanis” or “Company”), as initially set forth in the offer letter dated September 24, 2015 (the “Original Offer Letter”), and will take effect upon the closing of the Company’s initial public offering (the “Effective Date”), provided that you remain employed by the Company as of the Effective Date. Until the Effective Date, the Original Offer Letter will remain in force and effect and continue to govern your employment with the Company. This Letter Agreement contains the following terms:

Arsanis, Inc. – Form of Subordinated Note (FACE OF SECURITY) (January 25th, 2019)

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER

Arsanis, Inc. – ARSANIS, INC. and Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES (January 25th, 2019)

WHEREAS, the Issuer may from time to time duly authorize the issue of its unsecured subordinated debentures, notes or other evidences of indebtedness to be issued in one or more series (the “Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture;

Arsanis, Inc. – Form of Senior Note (FACE OF SECURITY) (January 25th, 2019)

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER

Arsanis, Inc. – ARSANIS, INC. and Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES (January 25th, 2019)

WHEREAS, the Issuer may from time to time duly authorize the issue of its unsecured debentures, notes or other evidences of indebtedness to be issued in one or more series (the “Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture;

Arsanis, Inc. – FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (December 20th, 2018)

THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of December 20, 2018 (the “Amendment”), is entered into by and among Arsanis, Inc., a Delaware corporation (“Public Company”), Artemis AC Corp., a Delaware corporation and a wholly-owned subsidiary of Public Company (“Merger Sub”), and X4 Pharmaceuticals, Inc., a Delaware corporation (the “Merger Partner” and together with Public Company and Merger Sub, the “Parties”).

Arsanis, Inc. – 2018 Amended and Restated Employment Agreement for Michael Gray (November 27th, 2018)

This letter (the “Employment Agreement”) amends and restates the terms and conditions of your employment with Arsanis, Inc. (“Arsanis” or “Company”), as set forth in the Amended and Restated Letter Agreement dated October 10, 2017 (the “Existing Agreement”), and will take effect as of November 27, 2018 (the “Effective Date”), provided that you remain employed by the Company as of the Effective Date. Until the Effective Date, the Existing Agreement will remain in force and effect and continue to govern your employment with the Company. This Employment Agreement contains the following terms:

Arsanis, Inc. – ARSANIS, INC. RESTRICTED STOCK AGREEMENT (November 27th, 2018)

Arsanis, Inc. (the “Company”) has selected you to receive the following restricted stock award pursuant to its 2017 Equity Incentive Plan. The terms and conditions attached hereto are also a part hereof.

Arsanis, Inc. – FORM OF SUPPORT AGREEMENT (November 27th, 2018)

This Support Agreement (this “Agreement”) is made and entered into as of November [_], 2018, by and among X4 Pharmaceuticals, Inc., a Delaware corporation (“Merger Partner”), Arsanis, Inc., a Delaware corporation (“Public Company”), and the undersigned stockholder (the “Stockholder”) of Public Company.

Arsanis, Inc. – FORM OF SUPPORT AGREEMENT (November 27th, 2018)

This Support Agreement (this “Agreement”) is made and entered into as of November ___, 2018, by and among X4 Pharmaceuticals, Inc., a Delaware corporation (“Merger Partner”), Arsanis, Inc., a Delaware corporation (“Public Company”), and the undersigned stockholder (the “Stockholder”) of Merger Partner.

Arsanis, Inc. – November 26, 2018 Retention Bonus Agreement Dear Chris, (November 27th, 2018)

On behalf of Arsanis, Inc. (the “Company”), I would like to thank you for your continued service to the Company and emphasize your importance to our organization and its success. I am pleased to inform you that, as an incentive for your continued service to the Company, the Company is making you eligible for a special retention bonus, subject to the satisfaction of the terms and conditions described in this letter agreement.

Arsanis, Inc. – November 26, 2018 Retention Bonus Agreement Dear Chris, (November 27th, 2018)

On behalf of Arsanis, Inc. (the “Company”), I would like to thank you for your continued service to the Company and emphasize your importance to our organization and its success. I am pleased to inform you that, as an incentive for your continued service to the Company, the Company is making you eligible for a special retention bonus, subject to the satisfaction of the terms and conditions described in this letter agreement.

Arsanis, Inc. – FORM OF SUPPORT AGREEMENT (November 27th, 2018)

This Support Agreement (this “Agreement”) is made and entered into as of November [_], 2018, by and among X4 Pharmaceuticals, Inc., a Delaware corporation (“Merger Partner”), Arsanis, Inc., a Delaware corporation (“Public Company”), and the undersigned stockholder (the “Stockholder”) of Public Company.

Arsanis, Inc. – FORM OF SUPPORT AGREEMENT (November 27th, 2018)

This Support Agreement (this “Agreement”) is made and entered into as of November ___, 2018, by and among X4 Pharmaceuticals, Inc., a Delaware corporation (“Merger Partner”), Arsanis, Inc., a Delaware corporation (“Public Company”), and the undersigned stockholder (the “Stockholder”) of Merger Partner.

Arsanis, Inc. – ARSANIS, INC. RESTRICTED STOCK AGREEMENT (November 27th, 2018)

Arsanis, Inc. (the “Company”) has selected you to receive the following restricted stock award pursuant to its 2017 Equity Incentive Plan. The terms and conditions attached hereto are also a part hereof.

Arsanis, Inc. – 2018 Amended and Restated Employment Agreement for Michael Gray (November 27th, 2018)

This letter (the “Employment Agreement”) amends and restates the terms and conditions of your employment with Arsanis, Inc. (“Arsanis” or “Company”), as set forth in the Amended and Restated Letter Agreement dated October 10, 2017 (the “Existing Agreement”), and will take effect as of November 27, 2018 (the “Effective Date”), provided that you remain employed by the Company as of the Effective Date. Until the Effective Date, the Existing Agreement will remain in force and effect and continue to govern your employment with the Company. This Employment Agreement contains the following terms:

Arsanis, Inc. – AGREEMENT AND PLAN OF MERGER by and among Arsanis, Inc., Artemis AC Corp., and X4 Pharmaceuticals, Inc. Dated as of November 26, 2018 (November 27th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 26, 2018, is entered into by and among Arsanis, Inc., a Delaware corporation (“Public Company”); Artemis AC Corp., a Delaware corporation and a wholly owned subsidiary of Public Company (the “Merger Sub”); and X4 Pharmaceuticals, Inc., a Delaware corporation (“Merger Partner”).

Arsanis, Inc. – GRANT AGREEMENT (August 13th, 2018)

THIS AGREEMENT is between Arsanis Inc (“Arsanis,” “You” or “Grantee”) and the Bill & Melinda Gates Foundation (“Foundation”), and is effective as of the date of last signature. Each party to this Agreement may be referred to individually as a “Party” and together as the “Parties.” As a condition of this grant, the Parties enter into this Agreement by having their authorized representatives sign below.

Arsanis, Inc. – FIRST AMENDMENT TO LEASE (August 13th, 2018)

THIS FIRST AMENDMENT TO LEASE dated as of this _10th_ day of __August__, 2018 by and between BP BAY COLONY LLC, a Delaware limited liability company (“Landlord”), and ARSANIS, INC., a Delaware corporation (“Tenant”).

Arsanis, Inc. – FORBEARANCE agreement (August 13th, 2018)

This Forbearance Agreement (this “Agreement”) is entered into this _8th_ day of __August__, 2018 by and between SILICON VALLEY BANK (“Bank”) and ARSANIS, INC., a Delaware corporation (“Borrower”) whose address is 890 Winter Street, Suite 230, Waltham, Massachusetts 02451.

Arsanis, Inc. – AMENDED AND RESTATED AGREEMENT (August 13th, 2018)

THIS AMENDED AND RESTATED AGREEMENT (“Agreement”) is between Arsanis, Inc. ("You" or "Grantee") and the Bill & Melinda Gates Foundation ("Foundation"), and is effective as of the date of last signature. This Agreement amends, restates, and replaces entirely the above-referenced Original Agreement in its entirety as of the date of last signature. Each party to this Agreement may be referred to individually as a "Party" and together as the "Parties." As a condition of this grant, the Parties enter into this Agreement by having their authorized representatives sign below.

Arsanis, Inc. – BAY COLONY CORPORATE CENTER (June 12th, 2018)

THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in a certain building (the “Building”) known as, and with an address at, 950 Winter Street, Waltham, Massachusetts 02451.

Arsanis, Inc. – SHARE PURCHASE AGREEMENT (March 9th, 2018)

This SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into as of November 15, 2017 (the “Effective Date”), by and between New Enterprise Associates 16, L.P., a Delaware limited partnership (the “Investor”), and Arsanis, Inc., a Delaware corporation (the “Company”).

Arsanis, Inc. – RESTATED CERTIFICATE OF INCORPORATION OF ARSANIS, INC. (originally incorporated on August 2, 2010) (November 20th, 2017)

SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at that address is The Corporation Trust Company.

Arsanis, Inc. – AMENDED AND RESTATED BY-LAWS OF ARSANIS, INC. (November 20th, 2017)
Arsanis, Inc. – INDEMNIFICATION AGREEMENT (November 6th, 2017)

This Indemnification Agreement (“Agreement”) is made as of [                    ], 20[        ] by and between Arsanis, Inc., a Delaware corporation (the “Company”), and [                    ] (“Indemnitee”)[Solely with respect to officers and directors that execute this form of indemnification agreement on or prior to the Company’s initial public offering: and shall be effective as of the effectiveness of a Registration Statement on Form S-1 relating to the initial registration under the Securities Act of 1933, as amended, of shares of the Company’s common stock].

Arsanis, Inc. – Arsanis, Inc. [●] Shares Common Stock ($0.001 par value) Underwriting Agreement (November 6th, 2017)
Arsanis, Inc. – Page No. 1. VOTING AGREEMENT. 2 1.1 VOTING PROVISIONS REGARDING THE BOARD OF DIRECTORS 2 1.2 VOTING SHARES 3 1.3 TRANSFERS OF VOTING RIGHTS 3 1.4 SUCCESSOR DIRECTORS 3 1.5 NO LIABILITY FOR ELECTION OF RECOMMENDED DIRECTORS 4 1.6 VOTE TO INCREASE AUTHORIZED COMMON STOCK 4 2. DRAG-ALONG RIGHTS. 4 2.1 DEFINITION 4 2.2 ACTIONS TO BE TAKEN 4 2.3 EXCEPTIONS 5 2.4 RESTRICTIONS ON SALES OF CONTROL OF THE COMPANY 7 3. TRANSFER OF SHARES. 7 3.1 RESTRICTIONS ON TRANSFER BY RESTRICTED STOCKHOLDERS 7 3.2 TRANSFERS BY RESTRICTED STOCKHOLDERS NOT SUBJECT TO RESTRICTIONS 7 3.3 OFFER OF TRANSFER; NOTICE OF PRO (November 6th, 2017)

This Second Amended and Restated Stockholders’ Agreement (the “Agreement”) is entered into as of April 12, 2016, and amended as of November 3, 2017, by and among Arsanis, Inc., a Delaware corporation (the “Company”), the persons and entities listed on Exhibit A attached hereto (collectively with any subsequent investors or transferees who become parties hereto as Investors pursuant to Section 9.1(a), the “Investors”), and Eszter Nagy, Tillman U. Gerngross and Errik B. Anderson (each, individually, a “Founder” and collectively, the “Founders,” and collectively with any parties who become parties hereto as Restricted Stockholders pursuant to Section 9.1(b), the “Restricted Stockholders”). The Investors and Restricted Stockholders are referred to herein collectively as the “Stockholders”). As used in this Agreement, the term “Shares” shall include all shares of capital stock of the Company held by the Stockholders, whether now owned or hereafter acquired. For purposes of calculating an In

Arsanis, Inc. – CERTIFICATE OF AMENDMENT OF THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARSANIS, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) (November 6th, 2017)

Arsanis, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

Arsanis, Inc. – ARSANIS, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Dated as of April 12, 2016 Amended as of November 3, 2017 (November 6th, 2017)

This Second Amended and Restated Investors’ Rights Agreement (this “Agreement”) is entered into as of 12th day of April, 2016, and amended as of November 3, 2017, by and among Arsanis, Inc., a Delaware corporation (the “Company”) and the individuals and entities listed on Exhibit A attached hereto (the “Investors”).

Arsanis, Inc. – INDEMNIFICATION AGREEMENT (October 20th, 2017)

This Indemnification Agreement (“Agreement”) is made as of [                    ], 20[        ] by and between Arsanis, Inc., a Delaware corporation (the “Company”), and [                    ] (“Indemnitee”)[ and shall be effective as of the effectiveness of a Registration Statement on Form S-1 relating to the initial registration under the Securities Act of 1933, as amended, of shares of the Company’s common stock].

Arsanis, Inc. – LOAN AND SECURITY AGREEMENT (October 20th, 2017)

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 7, 2012 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and ARSANIS, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

Arsanis, Inc. – OPTION AND LICENSE AGREEMENT (October 20th, 2017)

THIS OPTION AND LICENSE AGREEMENT (the “Agreement”) is made effective as of February 27, 2017 (the “Effective Date”), by and between ADIMAB, LLC, a Delaware limited liability company having an address at 7 Lucent Drive, Lebanon, NH 03766 (“Adimab”), and ARSANIS INC., a Delaware corporation having an address at 890 Winter Street, Suite 230, Waltham, MA 02451-1472 (“Arsanis”).