5,000,000 Shares AVROBIO, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • November 20th, 2020 • AVROBIO, Inc. • Biological products, (no disgnostic substances) • New York
ContractAVROBIO, Inc. • April 6th, 2018 • Biological products, (no disgnostic substances) • Massachusetts
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 25th, 2018 • AVROBIO, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 23, 2017 (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 AVROBIO, 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:
AVROBIO, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTIndemnification Agreement • June 11th, 2018 • AVROBIO, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ],by and between AVROBIO, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
AVROBIO, INC. EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2024 • AVROBIO, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is made as of the 26th day of January 2022 (the “Effective Date”), between AVROBIO, Inc., a Delaware corporation (the “Company”), and Azadeh Golipour (the “Executive”).
AVROBIO, INC. COMMON STOCK SALES AGREEMENTCommon Stock • July 1st, 2019 • AVROBIO, Inc. • Biological products, (no disgnostic substances) • New York
AvroBio, Inc. EMPLOYMENT AGREEMENTEmployment Agreement • March 18th, 2021 • AVROBIO, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is made as of the 1st day of September, 2018, between AVROBIO, Inc., a Delaware corporation (the “Company”), and Chris Mason (the “Executive”) and is effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”).
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 25th, 2018 • AVROBIO, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 19th day of January, 2018, by and among AVROBIO, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto (together with any subsequent investors, or transferees, who become parties hereto as “Investors” in accordance with Subsection 6.1 or Subsection 6.9 below, the “Investors”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 4th, 2021 • AVROBIO, Inc. • Biological products, (no disgnostic substances)
Under the terms and conditions of the Loan and Security Agreement among Borrower, Agent, and the Lenders (as amended, modified, supplemented and/or restated from time to time, the “Agreement”) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement.
AVROBIO, INC. EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 2018 • AVROBIO, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is made as of the 17th day of December, 2018, between AVROBIO, Inc., a Delaware corporation (the “Company”), and Erik Ostrowski (the “Executive”).
COMMON STOCK SALES AGREEMENTSales Agreement • November 8th, 2022 • AVROBIO, Inc. • Biological products, (no disgnostic substances) • New York
FORM OF CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • January 30th, 2024 • AVROBIO, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of [_____], 2024, is entered into by and among AVROBIO, Inc., a Delaware corporation (the “Company”) and [_____], a [_____] corporation (“Rights Agent”).
AVROBIO, INC. EXECUTIVE RETENTION PAYMENT AGREEMENTExecutive Retention Payment Agreement • August 10th, 2023 • AVROBIO, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Executive Retention Payment Agreement (“Agreement”) is made as of the 26th day of June, 2023, between AVROBIO, Inc., a Delaware corporation (the “Company”), and Steven Avruch (the “Executive”).
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF...License Agreement • June 11th, 2018 • AVROBIO, Inc. • Biological products, (no disgnostic substances) • Delaware
In consideration of the foregoing premises, the mutual promises and covenants set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, BioMarin and AVROBIO hereby agree as follows:
FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENTForm of Company Stockholder Support Agreement • January 30th, 2024 • AVROBIO, Inc. • Biological products, (no disgnostic substances) • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of January 30, 2024, by and among Tectonic Therapeutic, Inc., a Delaware corporation (the “Company”), AVROBIO, Inc., a Delaware corporation (“Aspen”), and the undersigned stockholder (the “Stockholder”) of the Company. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF...Exclusive License Agreement • June 1st, 2018 • AVROBIO, Inc. • Biological products, (no disgnostic substances) • Ontario
UNIVERSITY HEALTH NETWORK, an Ontario corporation incorporated by special statute under the University Health Network Act, 1997, having a principal office at 190 Elizabeth Street, R. Fraser Elliott Building—Room 1S-417, Toronto, Ontario M5G 2C4 (“UHN”)
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • January 11th, 2019 • AVROBIO, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Separation Agreement and Release (“Separation Agreement”) is made between AVROBIO, Inc., a Delaware corporation (the “Company”), and Nerissa Kreher (the “Executive”). The Company together with Executive shall be referred to as the “Parties.”
EMPLOYEE RELOCATION AND TRANSITION BENEFITS AGREEMENTEmployee Relocation and Transition Benefits Agreement • February 14th, 2024 • AVROBIO, Inc. • Biological products, (no disgnostic substances)
This Employee Relocation and Transition Benefits Agreement (“Agreement”) is entered into as of 31st January 2022 by and between Azadeh Golipour, PhD (“Employee”) and AVROBIO, Inc.
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING...AVROBIO, Inc. • April 6th, 2018 • Biological products, (no disgnostic substances)
TECTONIC THERAPEUTIC, INC. CONSULTING AGREEMENT Effective Date: Sep 25, 2019Consulting Agreement • February 14th, 2024 • AVROBIO, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Consulting Agreement (the “Agreement”) is made as of the Effective Date set forth above by and between Tectonic Therapeutic, Inc., a Delaware corporation (“Client”) and the consultant named on the signature page hereto (“Consultant”).
LEASE AGREEMENTLease Agreement • May 25th, 2018 • AVROBIO, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS LEASE AGREEMENT (this “Lease”) is made as of this 12th day of January, 2018, between ARE-MA REGION NO. 59, LLC, a Delaware limited liability company (“Landlord”), and AVROBIO, INC., a Delaware corporation (“Tenant”).
LICENSE AGREEMENTLicense Agreement • May 25th, 2018 • AVROBIO, Inc. • Biological products, (no disgnostic substances) • Delaware
This License Agreement (the “Agreement”) is made and entered into effective as of October 2, 2017 (the “Effective Date”), by and between
DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENTDevelopment and Manufacturing Services Agreement • March 26th, 2024 • AVROBIO, Inc. • Biological products, (no disgnostic substances) • New York
THIS DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT is made as of May 6, 2022(the Effective Date”)by and between Tectonic Therapeutic, Inc., a Delaware corporation with an office at 490 Arsenal Way, Suite 210, Watertown, MA 02472 U.S.A. (“Tectonic”) and WuXi Biologics (Hong Kong) Limited, a Hong Kong corporation with an office at Flat/RM826, 8/F Ocean Centre Harbour City, 5 Canton Road TST, Hong Kong (“Manufacturer”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • January 30th, 2024 • AVROBIO, Inc. • Biological products, (no disgnostic substances)
The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that AVROBIO, Inc., a Delaware corporation (“Aspen”), is entering into an Agreement and Plan of Merger, dated as of January 30, 2024 (as the same may be amended from time to time, the “Merger Agreement”) with Alpine Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Aspen, and Tectonic Therapeutic, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
Re: Transitional Services and Separation AgreementLetter Agreement • August 6th, 2020 • AVROBIO, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This letter agreement follows our conversations regarding your employment with AVROBIO, Inc. (the “Company”). This confirms that you will be transitioning from your employment. We appreciate your contributions and would like to work with you to make this transition as smooth as possible. Consistent with that, the Company is offering you an opportunity continue your at-will employment during a transition period and then receive the severance pay and benefits provided in your Employment Agreement with the Company dated as of December 17, 2018 (the “Employment Agreement”). This is the “Separation Agreement and Release” referred to in the Employment Agreement.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2021 • AVROBIO, Inc. • Biological products, (no disgnostic substances)
WHEREAS, AVROBIO, Inc. and Deanna Petersen (the “Executive”) (collectively the “Parties”) entered into the Employment Agreement dated September 1, 2018 (the “Employment Agreement”); and
LICENSE AGREEMENTLicense Agreement • March 26th, 2024 • AVROBIO, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This License Agreement (this “Agreement”) is entered into as of this 10th day of February, 2022 (the “Effective Date”), by and between Tectonic Therapeutic, Inc., a corporation existing under the laws of the State of Delaware, having a place of business at 490 Arsenal Way, Suite 210, Watertown, MA 02472 (“Licensee”) and President and Fellows of Harvard College, an educational and charitable corporation existing under the laws and the constitution of the Commonwealth of Massachusetts, having a place of business at Richard A. and Susan F. Smith Campus Center, Suite 727, 1350 Massachusetts Avenue, Cambridge, Massachusetts 02138 (“Harvard”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2021 • AVROBIO, Inc. • Biological products, (no disgnostic substances)
WHEREAS, AVROBIO, Inc. and Diana Escolar, MD (the “Executive”) (collectively the “Parties”) entered into the Employment Agreement dated December 4, 2020 (the “Employment Agreement”); and
FORM OF AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 15th, 2024 • AVROBIO, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of April [•], 2024, by and between Tectonic Therapeutic, Inc. (the “Company”), and Alise Reicin (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2021 • AVROBIO, Inc. • Biological products, (no disgnostic substances)
WHEREAS, AVROBIO, Inc. and Geoff MacKay (the “Executive”) (collectively the “Parties”) entered into the Employment Agreement dated June 8, 2018 (the “Employment Agreement”); and
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2021 • AVROBIO, Inc. • Biological products, (no disgnostic substances)
WHEREAS, AVROBIO, Inc. and Steven Avruch (the “Executive”) (collectively the “Parties”) entered into the Employment Agreement dated December 17, 2018 (the “Employment Agreement”); and
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2021 • AVROBIO, Inc. • Biological products, (no disgnostic substances)
WHEREAS, AVROBIO, Inc. and Erik Ostrowski (the “Executive”) (collectively the “Parties”) entered into the Employment Agreement dated December 17, 2018 (the “Employment Agreement”); and
AMENDMENT NO. 1 TO LICENSE AGREEMENTLicense Agreement • March 16th, 2020 • AVROBIO, Inc. • Biological products, (no disgnostic substances)
This AMENDMENT NO. 1 TO LICENSE AGREEMENT (herein referred to as “Amendment No. 1”) is made and entered into as of this 21st day of February, 2018 (the “Amendment No. 1 Effective Date”), between BioMarin Pharmaceutical Inc., a Delaware corporation, with offices at 770 Lindaro Street, San Rafael, CA 94901 (“BioMarin”), and AVROBIO, Inc., a Delaware corporation having a place of business at 700 Technology Square, Suite 101, Cambridge, MA 02139 (“AVROBIO”). Each of BioMarin and “AVROBIO” may be referred to herein as a “Party” or collectively as the “Parties.”
MASTER CONTRACT SERVICES AGREEMENTMaster Contract Services Agreement • March 26th, 2024 • AVROBIO, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS MASTER CONTRACT SERVICES AGREEMENT (together with Appendix A and any Statement(s) of Work (as defined in Section 1), the “Agreement”) is made on October 17, 2023 (the “Effective Date”) by and between Tectonic Therapeutic, Inc., a Delaware corporation with an office at 490 Arsenal Way, Suite 210, Watertown, MA 02472 USA (“Tectonic”) and QPS Holdings, LLC, a Delaware limited liability company, with an office at 3 Innovation Way, Delaware Technology Park, Newark, DE 19711 USA (“Service Provider”).
HAS BEEN OMITTED BECAUSE TECTONIC THERAPEUTIC, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT TECTONIC THERAPEUTIC, INC. TREATS AS PRIVATE OR CONFIDENTIAL.” MASTER CONTRACT SERVICES AGREEMENTMaster Contract Services Agreement • March 26th, 2024 • AVROBIO, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS MASTER CONTRACT SERVICES AGREEMENT (together with Appendix A and any Statement(s) of Work (as defined in Section I), the “Agreement”) is made on February 16,2022 (the “Effective Date”) by and between Tectonic Therapeutic, Inc., a Delaware corporation with an office at 490 Arsenal Way, Suite 210, Watertown, MA 02472 (“Tectonic”) ITR LABORATORIES CANADA INC., a Canadian established corporation with an office at 19601 Clark Graham Avenue, Baie D’Urfe, Quebec H9X 3T1 Canada (“Service Provider”).
