BLACK DIAMOND THERAPEUTICS, INC. 15,000,000 Shares of Common Stock Underwriting AgreementBlack Diamond Therapeutics, Inc. • June 30th, 2023 • Biological products, (no disgnostic substances) • New York
Black Diamond 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 you are acting as representative (the “Representative”), an aggregate of 15,000,000 shares of common stock, par value $$0.0001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 2,250,000 shares of 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 common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
BLACK DIAMOND THERAPEUTICS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 202[●] Subordinated Debt SecuritiesIndenture • February 1st, 2021 • Black Diamond Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
INDENTURE, dated as of [●], 202 , among BLACK DIAMOND THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
OPEN MARKET SALE AGREEMENTSMBlack Diamond Therapeutics, Inc. • February 1st, 2021 • Biological products, (no disgnostic substances) • New York
BLACK DIAMOND THERAPEUTICS, INC. [FORM OF] OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • December 13th, 2019 • Black Diamond Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Black Diamond Therapeutics, Inc., a Delaware corporation (the “Company”), and [Officer Name] (“Indemnitee”). 1
BLACK DIAMOND THERAPEUTICS, INC. [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • December 13th, 2019 • Black Diamond Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Black Diamond Therapeutics, Inc., a Delaware corporation (the “Company”), and [Director Name] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2023 • Black Diamond Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is made between Black Diamond Therapeutics, Inc., a Delaware corporation (the “Company”), and Elizabeth L. Montgomery (the “Executive”) and is effective as of February 22, 2022 (the “Effective Date”). This Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation the offer letter between the Executive and the Company dated October 22, 2021 (the “Prior Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 18th, 2023 • Black Diamond Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is made between Black Diamond Therapeutics, Inc., a Delaware corporation (the “Company”), and Mark Velleca (the “Executive”) and is effective as of Executive’s first date of employment with the Company (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2023 • Black Diamond Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is made between Black Diamond Therapeutics, Inc., a Delaware corporation (the “Company”), and Fang Z. Ni, Pharm.D. (the “Executive”) and is effective as of August 3, 2020 (the “Effective Date”). Except with respect to the Equity Documents (as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation the offer letter between the Executive and the Company dated July 15, 2020 (the “Prior Agreement”).
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Services Agreement • March 24th, 2020 • Black Diamond Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This AMENDMENT NO. 3 TO SERVICES AGREEMENT, effective as of April 1, 2020 (this “Amendment”), amends the Services Agreement, dated as of March 15, 2017, as subsequently amended (the “Agreement”), by and between Black Diamond Therapeutics, Inc. (the “Company”) and Ridgeline Therapeutics GmbH (“Ridgeline”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement.
September 17, 2023 David M. Epstein, PhD Re: Notice of Termination and Separation Agreement Dear David:Black Diamond Therapeutics, Inc. • September 18th, 2023 • Biological products, (no disgnostic substances) • Massachusetts
This letter also sets forth the terms of a Separation Agreement and Release (the “Agreement”), as that term is defined in the Employment Agreement. In the interest of clarity, the following terms and conditions shall apply regardless of whether you elect to accept or reject the Agreement:
SERVICES AGREEMENTServices Agreement • January 3rd, 2020 • Black Diamond Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS SERVICES AGREEMENT (this “Agreement”), effective as of 15th March, 2017 (the “Effective Date”), is by and between RIDGELINE THERAPEUTICS GMBH, a Basel Switzerland corporation (“Ridgeline”), and ASET THERAPEUTICS, INC., a Delaware corporation (the “Company”).
LEASE RREEF AMERICA REIT II CORP. PPP, Landlord, and BLACK DIAMOND THERAPEUTICS, INC., Tenant Riverfront Office Park Cambridge, MassachusettsBlack Diamond Therapeutics, Inc. • August 11th, 2020 • Biological products, (no disgnostic substances)
BUILDING: Riverfront Office ParkOne Main StreetCambridge, Massachusetts 02142 LANDLORD: RREEF AMERICA REIT II CORP. PPP, a Maryland corporation LANDLORD’S ADDRESS: c/o CB Richard Ellis New EnglandOne Main StreetCambridge, MA 02142 WIRE INSTRUCTIONS AND/OR ADDRESS FOR RENT PAYMENT: RREEF America REIT II CORP. PPP, Riverfront61.J15 Riverfront Office - 1 MainPO Box 9046Addison, TX 75001-9046 LEASE REFERENCE DATE: July 24, 2020 TENANT: BLACK DIAMOND THERAPEUTICS, INC., a Delaware corporation TENANT’S NOTICE ADDRESS: (a) As of beginning of Term: One Main Street10th FloorCambridge, Massachusetts 02142 (b) Prior to beginning of Term (if different): 139 Main Street, Suite 301, Cambridge, MA 02142 PREMISES ADDRESS: One Main Street10th FloorCambridge, Massachusetts 02142 PREMISES RENTABLE AREA: Approximately 25,578 rentable square feet comprised of 11,139 rentable square feet on the fourteenth (14th) floor (the “14th Floor Premises”) and 14,439 rentable square feet on the tenth (10th) floo
ContractBlack Diamond Therapeutics, Inc. • January 3rd, 2020 • Biological products, (no disgnostic substances) • Delaware
THIS WARRANT AND THE UNDERLYING SECURITIES AND THE SECURITIES, IF ANY, ISSUABLE UPON THE CONVERSION OF SUCH SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • January 3rd, 2020 • Black Diamond Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of November 25, 2019, by and among Black Diamond Therapeutics, 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.”
EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2024 • Black Diamond Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Employment Agreement (“Agreement”) is made between Black Diamond Therapeutics, Inc., a Delaware corporation (the “Company”), and Melanie Morrison (the “Executive”) and is effective as of May 23, 2023 (the “Effective Date”). This Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation the offer letter between the Executive and the Company dated August 31, 2022 (the “Prior Agreement”).
139 MAIN STREET CAMBRIDGE, MASSACHUSETTS LEASE SUMMARY SHEETIndenture of Lease • October 7th, 2019 • Black Diamond Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Lease and all of its terms, covenants, representations, warranties, agreements and conditions are in all respects subject and subordinate to that certain Master Lease Agreement dated as of September 29, 2017 by and between MIT 139 Main Street Fee Owner LLC, as landlord, and Landlord, as tenant (as it may be amended from time to time, the “Master Lease”), a redacted copy of which has been delivered to Tenant. Tenant acknowledges notice and full knowledge of all of the terms, covenants and conditions of the Master Lease. Landlord shall deliver simultaneously with its execution and delivery of this Lease, the Subordination, Non-Disturbance and Attornment Agreement further described in Section 20.1, in the form attached hereto as Exhibit 13, which Subordination, Non-Disturbance and Attornment Agreement shall be binding on Landlord, Tenant and MIT 139 Main Street Fee Owner LLC.
