Beam Therapeutics Inc. Sample Contracts

Beam Therapeutics Inc. [●] Shares of Common Stock Underwriting Agreement
Beam Therapeutics Inc. • September 28th, 2020 • Biological products, (no disgnostic substances) • New York

Beam 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, par value $0.01 per share (“Common Stock”), 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”.

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FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • September 27th, 2019 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of August __, 2019 between Beam Therapeutics Inc., a Delaware corporation (the “Company”), and ____________________ (“Indemnitee”).

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BEAM THERAPEUTICS INC. SALES AGREEMENT
Sales Agreement • February 28th, 2024 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances) • New York
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LEASE AGREEMENT
Lease Agreement • August 12th, 2020 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances) • North Carolina

THIS LEASE AGREEMENT (this “Lease”) is made this day of August, 2020, between ARE-NC REGION NO. 14, LLC, a Delaware limited liability company (“Landlord”), and BEAM THERAPEUTICS INC., a Delaware corporation (“Tenant”).

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BEAM THERAPEUTICS INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT NOVEMBER 8, 2018
Investors’ Rights Agreement • September 27th, 2019 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 8th day of November, 2018, by and among Beam Therapeutics Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”

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BEAM THERAPEUTICS INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • January 27th, 2020 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances)

This agreement (this “Agreement”) evidences a stock option granted by Beam Therapeutics Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Beam Therapeutics Inc. 2019 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 19th, 2021 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 16, 2021 (the “Effective Date”), among Beam Therapeutics Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each a “Purchaser” and collectively the “Purchasers”).

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June 9, 2021 John Evans Dear John:
Letter Agreement • August 10th, 2021 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances) • Massachusetts

This amended and restated letter agreement (this “Agreement”) confirms the terms and conditions of your employment as the Chief Executive Officer of Beam Therapeutics Inc. (the “Company”), working out of the Company’s headquarters located in Cambridge, Massachusetts, effective as of June 9, 2021 (the “Effective Date”).

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BEAM THERAPEUTICS INC. NON-STATUTORY STOCK OPTION AGREEMENT (NON-EMPLOYEE DIRECTORS)
Stock Option Agreement • January 27th, 2020 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances)

This agreement (this “Agreement”) evidences a stock option granted by Beam Therapeutics Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Beam Therapeutics Inc. 2019 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

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BEAM THERAPEUTICS INC. NON-STATUTORY STOCK OPTION AGREEMENT
Non-Statutory Stock Option Agreement • January 27th, 2020 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances)

This agreement (this “Agreement”) evidences a stock option granted by Beam Therapeutics Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Beam Therapeutics Inc. 2019 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

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Beam Therapeutics Inc.
Letter Agreement • January 27th, 2020 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances) • Massachusetts

This letter agreement (this “Agreement”) confirms the terms and conditions of your employment with Beam Therapeutics Inc. (the “Company”), effective as of the day prior to the date on which the Company becomes subject to the reporting obligations of Section 12 of the Securities Exchange Act of 1934, as amended (the “Effective Date”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 27th, 2020 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances) • Massachusetts

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 24, 2020 by and between Beam Therapeutics Inc. (the “Company”) and Giuseppe (“Pino”) Ciaramella (the “Executive”), and is effective as of the day prior to the date on which the Company becomes subject to the reporting obligations of Section 12 of the Securities Exchange Act of 1934, as amended (the “Effective Date”).

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FIRST AMENDMENT TO LEASE
Lease • February 28th, 2022 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances)

This First Amendment to Lease (this “First Amendment”) is made as of April 14th, 2020 by and between MASSACHUSETTS INSTITUTE OF TECHNOLOGY, a Massachusetts charitable corporation with an address of c/o MIT Investment Management Company, One Broadway, Suite 09-200, Cambridge, MA 02142 Landlord”) and BEAM THERAPEUTICS, INC., a Delaware corporation with an address of 26 Lansdowne Street, 2nd Floor, Cambridge, MA 02139 Tenant

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AMENDMENT NO. 2 TO THE SALES AGREEMENT
The Sales Agreement • May 10th, 2023 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances)

This Amendment No. 2 to the sales agreement (this “Amendment No. 2”) is entered into as of the date first written above by Beam Therapeutics Inc., a Delaware corporation (the “Company”), and Jefferies LLC (the “Agent”), that are parties to that certain sales agreement, dated April 1, 2021 (the “Original Agreement”), as amended by Amendment No. 1 to the Original Agreement, dated July 7, 2021 (“Amendment No. 1” and together with the Original Agreement, the “Sales Agreement”) relating to the offering of up to $800,000,000 of the Company’s Common Shares (as defined below).

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FOURTH AMENDMENT TO LEASE
To Lease • February 28th, 2023 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances)

This Fourth Amendment to Lease (this “Fourth Amendment”) is made as of December 7, 2022 by and between MIT 238 MAIN STREET LEASEHOLD LLC, a Massachusetts charitable corporation with an address c/o MIT Cambridge Real Estate LLC, One Broadway, Suite 09-200, Cambridge, MA 02142 (“Landlord”), and BEAM THERAPEUTICS, INC., a Delaware corporation with an address of 26 Lansdowne Street, 2nd Floor, Cambridge, MA 02139 (“Tenant”).

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THIRD AMENDMENT TO LEASE
Lease • February 28th, 2022 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances)

This Third Amendment to Lease (this "Third Amendment") is made as of August 24th 2021 by and between MIT 238 MAIN STREET LEASEHOLD LLC, a Massachusetts charitable corporation with an address of c/o MIT Cambridge Real Estate LLC, One Broadway, Suite 09-200, Cambridge, MA 02142 ("Landlord"), successor-in-interest to Massachusetts Institute of Technology, and BEAM THERAPEUTICS, INC., a Delaware corporation with an address of 26 Lansdowne Street, 2nd Floor, Cambridge, MA 02139 ("Tenant").

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [**], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT BEAM THERAPEUTICS INC. TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 2 TO LICENSE AGREEMENT
License Agreement • March 15th, 2021 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances)

This Amendment (“Amendment No. 2”), effective as of March 27, 2020 (“Amendment No. 2 Effective Date”), is entered into by and between Beam Therapeutics, Inc., a corporation existing under the laws of the State of Delaware, having a place of business at 26 Landsdowne Street, Cambridge, Massachusetts 02139 (“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”). Each of Harvard and Licensee are a “Party” hereunder and collectively, the “Parties”.

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Beam Therapeutics Inc. 2019 Equity Incentive Plan Restricted Stock Award Agreement
Restricted Stock Award Agreement • March 15th, 2021 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances)

This agreement (this “Agreement”), is made effective as of [ ], 2020 (the “Date of Grant”), by and between Beam Therapeutics Inc. (the “Company”) and [] (the “Participant”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Beam Therapeutics Inc. 2019 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”).

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License Agreement
License Agreement • September 27th, 2019 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances) • Massachusetts

This License Agreement, made and entered into as of June 25, 2019 (“Agreement”), is by and between Beam Therapeutics Inc., a Delaware corporation having a place of business located at 26 Landsdowne Street, 2nd Floor, Cambridge, MA 02139 (“Licensee”) and MIL 21E, LLC a Delaware limited liability company having a place of business located at 21 Erie Street, Cambridge, MA 02139 (‘‘Licensor”).

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THIRD AMENDMENT TO LEASE
Lease • February 27th, 2024 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances)

This Third Amendment to Lease (this “Third Amendment”) is made as of January 1st, 2024 (“Effective Date”), by and between ARE-NC REGION NO. 14, LLC, a Delaware limited liability company (“Landlord”), and BEAM THERAPEUTICS INC., a Delaware corporation (“Tenant”).

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [**], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT BEAM THERAPEUTICS INC. TREATS AS PRIVATE OR CONFIDENTIAL. First Amendment to License Agreement
License Agreement • March 15th, 2021 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances)

This First Amendment (“Amendment”), effective as of September 4, 2018, is entered into by and between Blink Therapeutics Inc., a corporation existing under the laws of the State of Delaware, having a place of business at 325 Vassar St., Suite 2A, Cambridge, Massachusetts 02139 (“Licensee”), and the Broad Institute, Inc., a non-profit corporation existing under the laws of Massachusetts, having a place of business at 415 Main Street, Cambridge, MA 02142 (“Broad”).

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SECOND AMENDMENT TO LEASE
To Lease • February 28th, 2022 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances)

This Second Amendment to Lease (this “Second Amendment”) is made as of November 17, 2020 by and between MASSACHUSETTS INSTITUTE OF TECHNOLOGY, a Massachusetts charitable corporation with an address of c/o MIT Investment Management Company, One Broadway, Suite 09-200, Cambridge, MA 02142 (“Landlord”), and BEAM THERAPEUTICS, INC., a Delaware corporation with an address of 26 Lansdowne Street, 2nd Floor, Cambridge, MA 02139 (“Tenant”).

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January 29, 2021 Amy R. Simon, M.D. 18 Hammond Street Chestnut Hill, MA 02467 Dear Amy,
Letter Agreement • May 10th, 2023 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances)

This letter agreement (this “Agreement”) confirms the terms and conditions of your employment with Beam Therapeutics Inc. (the “Company”), effective as of March 22, 2021 (the “Effective Date”).

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January 24, 2020 Dear Christine,
Letter Agreement • May 10th, 2023 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances)

This letter agreement (this "Agreement") confirms the terms and conditions of your employment with Beam Therapeutics Inc. (the "Company"), effective as of the day prior to the date on which the Company becomes subject to the reporting obligations of Section 12 of the Securities Exchange Act of 1934, as amended (the "Effective Date").

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [**], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO BEAM THERAPEUTICS INC. IF PUBLICLY DISCLOSED. LICENSE AGREEMENT
Subscription Agreement • July 29th, 2019 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances) • Massachusetts

This License Agreement (this “Agreement”) is entered into as of this 27th day of June, 2017 (the “Effective Date”), by and between Beam Therapeutics, Inc., a corporation existing under the laws of the State of Delaware, having a place of business at c/o F-Prime Capital, 1 Main Street 13th Floor Cambridge, MA 02142 (“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”).

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [**], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT BEAM THERAPEUTICS INC. TREATS AS PRIVATE OR CONFIDENTIAL.
Certain • March 15th, 2021 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances) • Massachusetts

As you are aware, (i) Beam Therapeutics Inc. (“Beam”) and President and Fellows of Harvard College (“Harvard”) are parties to the License Agreement dated as of June 27, 2017 and amended by Amendment No. 1 to License Agreement dated as of December 12, 2017, and Amendment No. 2 to License Agreement dated as of March 27, 2020 (as may be further amended from time to time in accordance with its terms, the “Beam-Harvard Agreement”), and (ii) a wholly-owned subsidiary of Beam and The Broad Institute, Inc. (“Broad”, together with Harvard, the “Institutions”) are parties to the License Agreement dated as of May 9, 2018 and amended under the First Amendment to License Agreement between such Beam subsidiary and Broad effective as of September 4, 2018, as may be further amended from time to time in accordance with its terms (the “Beam-Broad Agreement” and, collectively with the Beam-Harvard Agreement, the “Beam-Institution Agreements”), and (iii) Beam, Editas Medicine, Inc. (“Editas”), Harvard and

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [**], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO BEAM THERAPEUTICS INC. IF PUBLICLY DISCLOSED. LICENSE AGREEMENT by and between EDITAS...
License Agreement • July 29th, 2019 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances) • Massachusetts

This License Agreement (this “Agreement”), effective as of May 9, 2018 (the “Effective Date”), is made by and between Editas Medicine, Inc., a Delaware corporation (“Editas”), and Beam Therapeutics Inc., a Delaware corporation (“Beam”) (each, a “Party” and collectively, the “Parties”).

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [**], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO BEAM THERAPEUTICS INC. IF PUBLICLY DISCLOSED. LICENSE AGREEMENT by and between BIO...
License Agreement • September 27th, 2019 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances) • New York

This License Agreement (this “Agreement”), effective as of March 27, 2019 (the “Effective Date”), is made by and between Bio Palette Co., Ltd., a Japanese corporation (“Bio Palette”), and Beam Therapeutics Inc., a Delaware corporation (“Beam”) (each, a “Party” and collectively, the “Parties”).

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Beam Therapeutics Inc.
Beam Therapeutics Inc. • January 17th, 2020 • Biological products, (no disgnostic substances) • Massachusetts

This letter agreement (this “Agreement”) confirms the terms and conditions of your employment with Beam Therapeutics Inc. (the “Company”), effective as of the day prior to the date on which the Company becomes subject to the reporting obligations of Section 12 of the Securities Exchange Act of 1934, as amended (the “Effective Date”).

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LEASE FOR 26 LANDSDOWNE STREET Cambridge, Massachusetts LANDLORD UP 26 LANDSDOWNE, LLC, a Delaware limited liability company TENANT BEAM THERAPEUTICS, INC.
Disturbance Agreement • September 27th, 2019 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances) • Massachusetts
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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [**], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT BEAM THERAPEUTICS INC. TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 1 TO LICENSE AGREEMENT Harvard...
License Agreement • March 15th, 2021 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances)

This Amendment No. 1 to License Agreement (this “Amendment No. 1”) is entered into as of December 12, 2017 (the “Amendment No. 1 Effective Date”), by and between Beam Therapeutics Inc., a corporation existing under the laws of the State of Delaware, having a place of business at c/o Mass Innovation Labs, 675 W Kendall St., Cambridge, MA 02142 (“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 727E, 1350 Massachusetts Avenue, Cambridge, Massachusetts 02138 (“Harvard”). Capitalized terms used but not defined herein shall have the same meanings ascribed to such terms in the Agreement, as such term is defined in the Recitals.

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AMENDMENT NO. 1 TO THE SALES AGREEMENT
The Sales Agreement • July 7th, 2021 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances) • New York

This Amendment No. 1 to the Sales Agreement (this “Amendment”) is entered into as of the date first written above by Beam Therapeutics Inc., a Delaware corporation (the “Company”), and Jefferies LLC (the “Agent”), that are parties to that certain Sales Agreement, dated April 1, 2021 (the “Original Agreement”) relating to the offering of up to $300,000,000 of the Company’s Common Shares (as defined below).

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Beam Therapeutics Inc. 2019 Equity Incentive Plan Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • March 15th, 2021 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances)

This agreement (this “Agreement”) evidences an award (this “Award”) of restricted stock units granted by Beam Therapeutics Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Beam Therapeutics Inc. 2019 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

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FIRST AMENDMENT TO LEASE
Lease • February 27th, 2024 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances)

This First Amendment to Lease (this “First Amendment”) is made as of June 23__, 2022, by and between ARE-NC REGION NO. 14, LLC, a Delaware limited liability company (“Landlord”), and BEAM THERAPEUTICS INC., a Delaware corporation (“Tenant”).

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [**], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT BEAM THERAPEUTICS INC. TREATS AS PRIVATE OR CONFIDENTIAL
Agreement and Plan of Merger • March 15th, 2021 • Beam Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware

This Agreement and Plan of Merger (this “Agreement”) dated as of February 22, 2021, is made by and among Beam Therapeutics Inc., a Delaware corporation (“Buyer”), Galileo Merger Sub I, Inc., a Delaware corporation, and a wholly-owned direct subsidiary of Buyer (“Merger Sub”), Galileo Merger Sub II, LLC, a Delaware limited liability company, and a wholly-owned direct subsidiary of Buyer (“Merger Sub II”), Guide Therapeutics, Inc., a Delaware corporation (the “Company”), each Company Holder (as defined below) signatory hereto (solely for purposes of Section 2.12), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Shareholders’ Representative.

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