RUBIUS THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 202[●] Subordinated Debt SecuritiesIndenture • June 8th, 2022 • Rubius Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
INDENTURE, dated as of [●], 202[●] , among RUBIUS THERAPEUTICS, INC.., a Delaware corporation (the “Company”), and [TRUSTEE] as trustee (the “Trustee”):
Underwriting AgreementUnderwriting Agreement • July 9th, 2018 • Rubius Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Rubius 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 representatives (the “Representatives”), an aggregate of [ · ] shares of common stock, $0.001 par value per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [ · ] 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”.
RUBIUS THERAPEUTICS, INC. [FORM OF] OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • June 22nd, 2018 • Rubius Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Rubius Therapeutics, Inc., a Delaware corporation (the “Company”), and [Officer] (“Indemnitee”).(1)
DISTRIBUTION AGREEMENTDistribution Agreement • August 1st, 2019 • Rubius Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Rubius Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement with each of J.P. Morgan Securities LLC, Jefferies LLC and SVB Leerink LLC, as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (each an “Agent” and collectively, the “Agents”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this “Agreement”), of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company having an aggregate Gross Sales Price (as defined in Section 2(b) below) of up to $100,000,000 (the “Maximum Amount”) on the terms set forth in Section 1 of this Agreement. Such shares are hereinafter collectively referred to as the “Shares” and are described in the Prospectus referred to below.
RUBIUS THERAPEUTICS, INC. [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • June 22nd, 2018 • Rubius Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Rubius Therapeutics, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
RUBIUS THERAPEUTICS, INC. 6,896,552 Shares of Common Stock Underwriting AgreementLetter Agreement • March 18th, 2021 • Rubius Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Rubius 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 representatives (the “Representatives”), an aggregate of 6,896,552 shares of common stock, $0.001 par value per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,034,482 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”.
EMPLOYMENT AGREEMENTEmployment Agreement • July 29th, 2021 • Rubius Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is made as of the 26th day of July, 2021 between Rubius Therapeutics, Inc., a Delaware corporation (the “Company”), and Dannielle Appelhans (the “Executive”).
ContractRubius Therapeutics, Inc. • June 22nd, 2018 • Biological products, (no disgnostic substances) • North Carolina
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW. THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 4.4 OF THIS WARRANT.
WHITEHEAD INSTITUTE FOR BIOMEDICAL RESEARCH and RUBIUS THERAPEUTICS, INC. EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • June 22nd, 2018 • Rubius Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Agreement, effective as of January 28, 2016, (the “EFFECTIVE DATE”), is by and between the Whitehead Institute for Biomedical Research (“WHITEHEAD”), a Delaware corporation, with a principal office at Nine Cambridge Center, Cambridge, MA 02142, and Rubius Therapeutics, Inc. (“COMPANY”), formerly known as VL26, Inc., a Delaware corporation, with a principal place of business at 620 Memorial Drive, Suite 100 West, Cambridge, MA 02139.
LEASE AGREEMENTLease Agreement • June 22nd, 2018 • Rubius Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS LEASE AGREEMENT (this “Lease”) is made as of this 18th day of January, 2018, between ARE-MA REGION NO. 58, LLC, a Delaware limited liability company (“Landlord”), and RUBIUS THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO LEASELease • May 15th, 2019 • Rubius Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made as of November 8, 2018, by and between ARE-MA REGION NO. 58, LLC, a Delaware limited liability company (“Landlord”), and RUBIUS THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Rubius Therapeutics, Inc.Investors’ Rights Agreement • June 22nd, 2018 • Rubius Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of February 23, 2018, by and among Rubius Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto (each, an “Investor,” and together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Subsection 6.9, the “Investors”).
RUBIUS THERAPEUTICS, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 22nd, 2018 • Rubius Therapeutics, Inc. • Biological products, (no disgnostic substances) • North Carolina
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of November 20, 2015, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”) and RUBIUS THERAPEUTICS, INC. (“Borrower”).
Certain information identified by bracketed asterisks ([* * *]) has been omitted from this exhibit because it is both not material and would be competitively harmful if publicly disclosed.Rubius Therapeutics, Inc. • May 15th, 2019 • Biological products, (no disgnostic substances)
This SECOND AMENDMENT, effective as of July 25, 2018 (the “SECOND AMENDMENT EFFECTIVE DATE”), amends the Exclusive Patent License Agreement dated January 28, 2016, and First Amendment dated December 12, 2017 (the “LICENSE”), between the Whitehead Institute for Biomedical Research (“WHITEHEAD”) and Rubius Therapeutics, Inc. (“COMPANY”).
PURCHASE AND SALE AGREEMENT BY AND BETWEEN ALEXION PHARMACEUTICALS, INC. (“SELLER”) AND RUBIUS THERAPEUTICS, INC. (“BUYER”)Purchase and Sale Agreement • July 25th, 2018 • Rubius Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into this 23 day of July, 2018 (the “Effective Date”), by and between ALEXION PHARMACEUTICALS, INC., a Delaware corporation (“Seller”), and RUBIUS THERAPEUTICS, INC., a Delaware Corporation (“Buyer”).
PURCHASE AND SALE AGREEMENT BY AND BETWEEN RUBIUS THERAPEUTICS, INC. (“SELLER”) AND DIV ACQUISITION V, LLC (“BUYER”)Purchase and Sale Agreement • December 12th, 2022 • Rubius Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into this 6th day of December, 2022 (the “Effective Date”), by and between RUBIUS THERAPEUTICS, INC., a Delaware corporation (“Seller”), and DIV ACQUISITION V, LLC, a Massachusetts limited liability company (“Buyer”).
AGREEMENT FOR TERMINATION OF LEASEAgreement for Termination of Lease • December 14th, 2022 • Rubius Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Agreement for Termination of Lease (this “Agreement”) is made and entered into as of December 12, 2022 (the “Effective Date”), by and between ARE-MA REGION NO. 58, LLC, a Delaware limited liability company (“Landlord”), and RUBIUS THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
June 21, 2018 Re: Second Amended and Restated Chairman Agreement Dear David:Rubius Therapeutics, Inc. • June 22nd, 2018 • Biological products, (no disgnostic substances) • Massachusetts
This agreement (the “Agreement”) amends and restates the Amended and Restated Chairman Agreement, dated October 3, 2017, between you and Rubius Therapeutics, Inc. (the “Company”) with respect to the position of the Company’s Chairman of the Board (“Chairman”). The terms of your engagement are set forth below. Except as otherwise specified herein, this Agreement shall be effective as of the date hereof (the “Restatement Effective Date”), and any changes in the rate of the compensation payable hereunder from that previously in effect shall take effect as of the Restatement Effective Date.
May 14, 2019 Torben Straight Nissen, Ph.D. Re: Resignation and Post-Employment Senior Advisory Role Dear Torben:Letter Agreement • August 13th, 2019 • Rubius Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This letter agreement (the “Agreement”) confirms the receipt of your resignation from Rubius Therapeutics, Inc. (the “Company”), effective July 24, 2019 (the “Separation Date”). The Company’s Board of Directors (the “Board”) appreciates your contributions and would like to make this transition as seamless as possible. With this in mind, we are proposing an arrangement that affirms the terms of your employment with the Company until the Separation Date and, thereafter, sets forth the terms of your role to provide post-employment assistance to the Company as a non-employee senior advisor. Effective on the Separation Date, you hereby resign from your role as President of the Company and from any other officer or director position you hold with the Company or any affiliate.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 9th, 2021 • Rubius Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of June 22, 2021 (the “Amendment Effective Date”), is made among Rubius Therapeutics, Inc., a Delaware corporation (the “Borrower”), SLR Investment Corp., fka Solar Capital Ltd., a Maryland corporation (“SLR”), in its capacity as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”) and the Lenders listed on Schedule 1.1 of the Loan and Security Agreement (as defined below) or otherwise a party hereto from time to time including SLR in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 21st, 2018 • Rubius Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of December 21, 2018 (the “Effective Date”) among Solar Capital Ltd. (“Solar”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”) and the lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Solar in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and Rubius Therapeutics, Inc., a Delaware corporation with offices located at 325 Vassar Street, Suite 1A, Cambridge, MA 02139 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 2019 • Rubius Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of September 16, 2019 (the “Amendment Effective Date”), is made among Rubius Therapeutics, Inc., a Delaware corporation (the “Borrower”), Solar Capital Ltd., a Maryland corporation (“Solar”), in its capacity as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”) and the Lenders listed on Schedule 1.1 of the Loan and Security Agreement (as defined below) or otherwise a party hereto from time to time including Solar in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”).
ContractRubius Therapeutics, Inc. • March 28th, 2019 • Biological products, (no disgnostic substances)
This SECOND AMENDMENT, effective as of July 25, 2018 (the “SECOND AMENDMENT EFFECTIVE DATE”), amends the Exclusive Patent License Agreement dated January 28, 2016, and First Amendment dated December 12, 2017 (the “LICENSE”), between the Whitehead Institute for Biomedical Research (“WHITEHEAD”) and Rubius Therapeutics, Inc. (“COMPANY”).
June 29, 2020 Andrew Oh Re:Transitional Services and Separation Agreement Dear Andrew:Rubius Therapeutics, Inc. • August 10th, 2020 • Biological products, (no disgnostic substances) • Massachusetts
This letter confirms that your employment with Rubius Therapeutics, Inc. (the “Company”) will be ending. The Company appreciates your contributions and would like to make this transition as seamless as possible. With this in mind, we are proposing an arrangement that allows you to remain employed by the Company during a transition period, after which you would be eligible to receive certain severance benefits.
