FRACTYL HEALTH, INC. (a Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 29th, 2024 • Fractyl Health, Inc. • Surgical & medical instruments & apparatus • New York
FRACTYL HEALTH, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • December 14th, 2023 • Fractyl Health, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2023 between Fractyl Health, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
LEASE by and between 3 VDG Owner LLC, a Delaware limited liability company and Fractyl Health, Inc., a Delaware corporationLease • December 14th, 2023 • Fractyl Health, Inc. • Surgical & medical instruments & apparatus
THIS LEASE (this “Lease”) is entered into as of August 10, 2022 (the “Execution Date”), by and between 3 VDG Owner LLC, a Delaware limited liability company (“Landlord”), and Fractyl Health, Inc., a Delaware corporation (“Tenant”).
Employment AgreementEmployment Agreement • January 29th, 2024 • Fractyl Health, Inc. • Surgical & medical instruments & apparatus • Massachusetts
This Employment Agreement (this “Agreement”), dated as of January 26, 2024, is made by and between Fractyl Health, Inc. a Delaware corporation (together with any successor thereto, the “Company”), and Jay Caplan (“Executive”) (collectively referred to herein as the “Parties” or individually referred to as a “Party”), and will become effective, if at all, upon the date of the Company’s initial public offering of stock (“IPO”) pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the “Effective Date”).
SECOND AMENDMENT TO CREDIT AGREEMENT AND GUARANTYCredit Agreement and Guaranty • December 14th, 2023 • Fractyl Health, Inc. • Surgical & medical instruments & apparatus
This SECOND AMENDMENT TO CREDIT AGREEMENT AND GUARANTY (this “Amendment”) is entered into as of December 9, 2023, by and among FRACTYL HEALTH, INC., a Delaware corporation (the “Borrower”), the lenders party hereto, and SYMBIOTIC CAPITAL AGENCY LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 14th, 2023 • Fractyl Health, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of June 9th, 2021 by and among Fractyl Health, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
LEASE LEXINGTON, MASSACHUSETTS Lease Dated November 17, 2015Lease • December 14th, 2023 • Fractyl Health, Inc. • Surgical & medical instruments & apparatus • Massachusetts
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, 17 Hartwell Avenue, Lexington, Massachusetts 02421.
FIRST AMENDMENT TO SEVERANCE AGREEMENT AND CHANGE IN CONTROL AGREEMENTSeverance Agreement and Change in Control Agreement • January 29th, 2024 • Fractyl Health, Inc. • Surgical & medical instruments & apparatus
THIS AMENDMENT TO SEVERANCE AGREEMENT AND CHANGE IN CONTROL AGREEMENT (this “Amendment”) is entered into by and between Fractyl Health, Inc. (the “Company”), and Tim Kieffer (the “Executive”) and will become effective, if at all, as of the date of the Company’s initial public offering of stock (“IPO”) pursuant to an effective registration statement filed under the Securities Act of 1933 (the “Amendment Effective Date”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the CIC Severance Agreement (as defined below).
CREDIT AGREEMENT AND GUARANTY dated as of September 7, 2023 by and among FRACTYL HEALTH, INC., as the Borrower, THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO, as the Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO as the Lenders, and...Credit Agreement • December 14th, 2023 • Fractyl Health, Inc. • Surgical & medical instruments & apparatus • New York
CREDIT AGREEMENT AND GUARANTY, dated as of September 7, 2023 (this “Agreement”), among FRACTYL HEALTH, INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower that may be required to provide Guarantees from time to time hereunder (each a “Guarantor” and collectively, the “Guarantors”), SYMBIOTIC CAPITAL OPPORTUNITIES HOLDING, L.P., as a lender (“Symbiotic”), the other lenders from time to time party hereto (together with Symbiotic, each a “Lender” and collectively, the “Lenders”), and SYMBIOTIC CAPITAL AGENCY LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
FRACTYL HEALTH, INC. SEVERANCE AGREEMENT AND CHANGE IN CONTROL AGREEMENTSeverance Agreement and Change in Control Agreement • January 29th, 2024 • Fractyl Health, Inc. • Surgical & medical instruments & apparatus • Massachusetts
This Severance Agreement and Change in Control Agreement (the “Agreement”) is made and entered into by and between Timothy Kieffer (“Employee”) and Fractyl Health, Inc. (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).
FIRST AMENDMENT TO OFFER LETTER AGREEMENTOffer Letter Agreement • January 29th, 2024 • Fractyl Health, Inc. • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT TO OFFER LETTER AGREEMENT (this “Amendment”) is entered into by and between Fractyl Health, Inc. (the “Company”) and Tim Kieffer (the “Executive”) and will become effective, if at all, as of the date of the Company’s initial public offering of stock (“IPO”) pursuant to an effective registration statement filed under the Securities Act of 1933 (the “Amendment Effective Date”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Offer Letter Agreement (as defined below).
