INDEMNIFICATION AGREEMENTIndemnification Agreement • June 21st, 2019 • Fulcrum Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ], 20[ ] by and between Fulcrum Therapeutics, 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].
6,600,000 Shares FULCRUM THERAPEUTICS, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • August 12th, 2021 • Fulcrum Therapeutics, Inc. • Pharmaceutical preparations • New York
Fulcrum Therapeutics, Inc. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • February 27th, 2024 • Fulcrum Therapeutics, Inc. • Pharmaceutical preparations • New York
Fulcrum Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (“Cantor”) and Stifel, Nicolaus & Company, Incorporated (“Stifel”; each individually an “Agent” and together, the “Agents”), as follows:
FULCRUM THERAPEUTICS, INC. Common Stock EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • May 10th, 2022 • Fulcrum Therapeutics, Inc. • Pharmaceutical preparations • New York
As further set forth in this agreement (this “Agreement”), Fulcrum Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co. (the “Agent”), as sales agent, the Company’s common stock, par value $0.001 per share (the “Common Stock”) having an aggregate gross offering price of up to $50,000,000 (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.
Fulcrum Therapeutics, Inc. Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • January 18th, 2023 • Fulcrum Therapeutics, Inc. • Pharmaceutical preparations
Fulcrum Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 9,615,384 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 1,442,307 additional shares (the “Optional Shares”) of common stock, par value $0.001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
4,000,000 Shares FULCRUM THERAPEUTICS, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTFulcrum Therapeutics, Inc. • January 20th, 2021 • Pharmaceutical preparations • New York
FULCRUM THERAPEUTICS INCENTIVE STOCK OPTION AGREEMENT GRANTED UNDER 2016 STOCK INCENTIVE PLANIncentive Stock Option Agreement • June 21st, 2019 • Fulcrum Therapeutics, Inc. • Pharmaceutical preparations
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 10th, 2020 • Fulcrum Therapeutics, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 9, 2020 by and among Fulcrum Therapeutics, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
FULCRUM THERAPEUTICS, INC. NONSTATUTORY STOCK OPTION AGREEMENT GRANTED UNDER 2016 STOCK INCENTIVE PLANNonstatutory Stock Option Agreement • June 21st, 2019 • Fulcrum Therapeutics, Inc. • Pharmaceutical preparations
EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2023 • Fulcrum Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of November 7, 2022 (Executive’s first day of employment, after all eligibility criteria have been met) by and between Fulcrum Therapeutics, Inc. (the “Company”), and Santiago Arroyo (the “Executive”) (together, the “Parties”).
FULCRUM THERAPEUTICS, INC. STOCK OPTION AGREEMENTStock Option Agreement • July 8th, 2019 • Fulcrum Therapeutics, Inc. • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
FULCRUM THERAPEUTICS, INC. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • November 4th, 2021 • Fulcrum Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
RIGHT OF REFERENCE AND LICENSE AGREEMENTRight of Reference and License Agreement • June 21st, 2019 • Fulcrum Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS RIGHT OF REFERENCE AND LICENSE AGREEMENT (this “Agreement”), dated as of February 8, 2019 (the “Effective Date”), is made and entered into by and between GlaxoSmithKline Intellectual Property (No. 2) Limited, a company organized under the laws of England and Wales and having a place of business at 980 Great West Road, Brentford, Middlesex TW8 9GS England (“GIP2”), GlaxoSmithKline LLC, a Delaware limited liability company having a place of business at 1250 S. Collegeville Road, Collegeville, PA 19426-0989 (“GSK LLC”) and Glaxo Group Limited, a company organized under the laws of England and Wales and having a place of business at 980 Great West Road, Brentford, Middlesex TW8 9GS England (“GGL”) (GIP2, GSK LLC and GGL are collectively referred to herein as “GSK”), and Fulcrum Therapeutics, Inc., a Delaware corporation having a place of business at 26 Landsdowne Street, Cambridge, MA 02139 (“Fulcrum”). GSK and Fulcrum may be referred to herein individually as a “Party” and collective
LEASE FOR Cambridge, MassachusettsBasic Lease Terms • June 21st, 2019 • Fulcrum Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
FULCRUM THERAPEUTICS, INC. CONSULTING AGREEMENTConsulting Agreement • May 6th, 2021 • Fulcrum Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (the “Agreement”), made this 31st day of March, 2021, is entered into by Fulcrum Therapeutics, Inc., a Delaware corporation (the “Company”), and Robert J. Gould, an individual residing at [**] (the “Consultant”).
FULCRUM THERAPEUTICS, INC. RESTRICTED STOCK AGREEMENT GRANTED UNDER 2016 STOCK INCENTIVE PLANRestricted Stock Agreement • June 21st, 2019 • Fulcrum Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Agreement (the “Agreement”) is made this [ ] day of [ ], 2016, between Fulcrum Therapeutics, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”).
FULCRUM THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT August 24, 2018Adoption Agreement • June 21st, 2019 • Fulcrum Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of August 24, 2018, by and among Fulcrum Therapeutics, Inc., a Delaware corporation (the “Company”), and each investor listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
FULCRUM THERAPEUTICS, INC. EXECUTIVEEMPLOYMENT AGREEMENTExecutiveemployment Agreement • November 7th, 2023 • Fulcrum Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made as of August 7, 2023 (the “Effective Date”) by and between Fulcrum Therapeutics, Inc. (the “Company”) and Alan Musso (the “Executive”) (the Company and the Executive each a “Party” and together the “Parties”).
Fulcrum Therapeutics, Inc. Restricted Stock Unit Agreement Granted under 2022 Inducement Stock Incentive PlanRestricted Stock Unit Agreement • March 3rd, 2022 • Fulcrum Therapeutics, Inc. • Pharmaceutical preparations
This grant of RSUs satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
FULCRUM THERAPEUTICS, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 3rd, 2023 • Fulcrum Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made as of May 12, 2023 (the “Effective Date”) by and between Fulcrum Therapeutics, Inc. (the “Company”) and Alex Sapir (the “Executive”) (the Company and the Executive each a “Party” and together the “Parties”).
FULCRUM THERAPEUTICS, INC. AMENDMENT NO. 1 TO THE EQUITY DISTRIBUTION AGREEMENTDistribution Agreement • November 4th, 2021 • Fulcrum Therapeutics, Inc. • Pharmaceutical preparations
COLLABORATION and LICENSE AGREEMENT BY AND BETWEENCollaboration and License Agreement • November 10th, 2020 • Fulcrum Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Collaboration and License Agreement (this “Agreement”) is entered into as of July 20, 2020 (the “Effective Date”), by and between Fulcrum Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (“Fulcrum”), and MyoKardia, Inc., a corporation organized under the laws of the State of Delaware (“MyoKardia”). MyoKardia and Fulcrum each may be referred to herein individually as a “Party” or collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 10th, 2020 • Fulcrum Therapeutics, Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 9, 2020 by and among Fulcrum Therapeutics, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of June 9, 2020 (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL LICENSE AGREEMENT between CAMP4 THERAPEUTICS CORP. and...License Agreement • November 7th, 2023 • Fulcrum Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This License Agreement (“Agreement”) is entered into as of July 5th, 2023 (the “Effective Date”) by and between CAMP4 Therapeutics Corporation, a corporation organized and existing under the laws of Delaware, with its principal business office located at One Kendall Square, Bldg 1400 West, 3rd Floor, Cambridge, MA 02139, U.S.A. (“CAMP4”), and Fulcrum Therapeutics, Inc., a corporation organized and existing under the laws of Massachusetts, with its principal business office located at 26 Landsdowne Street Cambridge, MA 02139, U.S.A. (“Fulcrum”). Fulcrum and CAMP4 are each hereafter referred to individually as a “Party” and together as the “Parties.”
FULCRUM THERAPEUTICS, INC. NONSTATUTORY STOCK OPTION AGREEMENT Granted Under 2022 Inducement Stock Incentive PlanNonstatutory Stock Option Agreement • March 3rd, 2022 • Fulcrum Therapeutics, Inc. • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
COLLABORATION and LICENSE AGREEMENT BETWEENCollaboration and License Agreement • March 5th, 2020 • Fulcrum Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Collaboration and License Agreement (this “Agreement”) is entered into as of December 20, 2019 (the “Effective Date”), by and between Fulcrum Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (“Fulcrum”), and Acceleron Pharma Inc., a corporation organized under the laws of the State of Delaware (“Acceleron”). Acceleron and Fulcrum each may be referred to herein individually as a “Party” or collectively as the “Parties.”
October 14, 2022 Ms. Judith Dunn Dear Judith:Fulcrum Therapeutics, Inc. • March 9th, 2023 • Pharmaceutical preparations
This letter confirms that your Employment Agreement dated March 19, 2021 between you and Fulcrum Therapeutics, Inc. (the "Company") is terminating effective on the Separation Date (as defined below), and summarizes the terms of the separation agreement that the Company is willing to offer as a result of your separation from the Company. Please read this letter agreement (the "Letter Agreement"), which includes a general release, carefully. If you are willing to agree to its terms, please sign in the space provided below and return it to me within 21 days.
CONSULTING AGREEMENTConsulting Agreement • May 15th, 2023 • Fulcrum Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS CONSULTING AGREEMENT (this “Agreement”), entered into as of April 22, 2023, (the “Effective Date”), by and between Esther Rajavelu (the “Consultant”) and Fulcrum Therapeutics, Inc., a company located at 26 Landsdowne Street Cambridge, MA 02139 (hereinafter “Company”).
Fulcrum Therapeutics, Inc. Restricted Stock Unit AgreementRestricted Stock Unit Agreement • March 3rd, 2022 • Fulcrum Therapeutics, Inc. • Pharmaceutical preparations
This grant of RSUs satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL AMENDMENTFulcrum Therapeutics, Inc. • August 3rd, 2023 • Pharmaceutical preparations
This Amendment (this “Amendment”) is effective as of the date signed by the last party to sign below (the “Amendment Effective Date”) and is made and entered into by and among Fulcrum Therapeutics, Inc. (“Fulcrum”) and MyoKardia, Inc. (“MyoKardia”). Fulcrum and MyoKardia may each be referred to herein as a “Party” or collectively as the “Parties”.
FIRST AMENDMENT TO THE RIGHT OF REFERENCE AND LICENSE AGREEMENTReference and License Agreement • November 10th, 2020 • Fulcrum Therapeutics, Inc. • Pharmaceutical preparations
This FIRST AMENDMENT TO THE RIGHT OF REFERENCE AND LICENSE AGREEMENT (“Amendment”) is made and entered into, effective as of September 23, 2020, by and between GlaxoSmithKline Intellectual Property (No. 2) Limited, a company organized under the laws of England and Wales and having a place of business at 980 Great West Road, Brentford, Middlesex TW8 9GS England (“GIP2”), GlaxoSmithKline LLC, a Delaware limited liability company having a place of business at 1250 S. Collegeville Road, Collegeville, PA 19426-0989 (“GSK LLC”) and Glaxo Group Limited, a company organized under the laws of England and Wales and having a place of business at 980 Great West Road, Brentford, Middlesex TW8 9GS England (“GGL”; together with GIP2 and GSK LLC”, collectively referred to herein as “GSK”) and Fulcrum Therapeutics, Inc., a Delaware corporation having a place of business at 26 Landsdowne Street, Cambridge, MA 02139 (“Fulcrum”). GSK and Fulcrum are herein collectively referred to as the “Parties”.
SEVERANCE AGREEMENTSeverance Agreement • March 9th, 2023 • Fulcrum Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Severance Agreement (this “Agreement”) is made between Fulcrum Therapeutics, Inc. (the “Company”) and Bryan Stuart (the “Executive”). The Company together with the Executive shall be referred to as the “Parties”.
