COMMON STOCK PURCHASE WARRANT TAYSHA GENE THERAPIES, INC.Taysha Gene Therapies, Inc. • April 5th, 2023 • Biological products, (no disgnostic substances) • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [•] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until 5:00 p.m. (New York City time) on [•], 2033 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Taysha Gene Therapies, Inc., a Delaware corporation (the “Company”), up to [•] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock, on the terms set forth herein. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 3(b).
TAYSHA GENE THERAPIES, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • October 5th, 2021 • Taysha Gene Therapies, Inc. • Biological products, (no disgnostic substances) • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between TAYSHA GENE THERAPIES, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
Taysha Gene Therapies, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • October 27th, 2022 • Taysha Gene Therapies, Inc. • Biological products, (no disgnostic substances) • New York
Taysha Gene Therapies, 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”), for whom you are acting as the representative (the “Representative”), an aggregate of 14,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 2,100,000 additional shares (the “Optional Shares”) of common stock, par value $0.00001 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”).
TAYSHA GENE THERAPIES, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • October 5th, 2021 • Taysha Gene Therapies, Inc. • Biological products, (no disgnostic substances) • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between TAYSHA GENE THERAPIES, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
TAYSHA GENE THERAPIES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 17th, 2020 • Taysha Gene Therapies, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , 20 , and is between Taysha Gene Therapies, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 16th, 2021 • Taysha Gene Therapies, Inc. • Biological products, (no disgnostic substances) • Delaware
This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated and effective as of August 12, 2021 (the “Effective Date”) among (a) SILICON VALLEY BANK, a California corporation (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SVB, as a lender, (c) SVB INNOVATION CREDIT FUND VIII, L.P., a Delaware limited partnership (“SVB Capital”), as a lender (SVB and SVB Capital and each of the other “Lenders” from time to time a party hereto are referred to herein collectively as the “Lenders” and each individually as a “Lender”), and (d) TAYSHA GENE THERAPIES, INC., a Delaware corporation (“Borrower”), provides the terms on which Agent and the Lenders shall lend to Borrower and Borrower shall repay Agent and the Lenders. The parties agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2023 • Taysha Gene Therapies, Inc. • Biological products, (no disgnostic substances) • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 14, 2023, is made by and among TAYSHA GENE THERAPIES, INC., a Delaware corporation (the “Company”), and the Purchasers listed on Schedule 1 hereto, together with their permitted transferees (each, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 31st, 2022 • Taysha Gene Therapies, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 21, 2022, by and between Taysha Gene Therapies, Inc., a Delaware corporation (the “Company”), with its principal place of business at 3000 Pegasus Park Drive, Ste 1430, Dallas Texas, 75247 and Audentes Therapeutics, Inc. (d/b/a Astellas Gene Therapy) a Delaware corporation (the “Purchaser”), with its principal place of business at 600 California Street, 17th Floor, San Francisco, CA 94108 and shall become effective as of the Closing.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 31st, 2022 • Taysha Gene Therapies, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 21, 2022, by and between Taysha Gene Therapies, Inc., a Delaware corporation (the “Company”), with its principal place of business at 3000 Pegasus Park Drive, Ste 1430, Dallas, Texas, 75247 and Audentes Therapeutics, Inc. (d/b/a Astellas Gene Therapy) a Delaware corporation (the “Purchaser”) with its principal place of business at 600 California Street, 17th Floor, San Francisco, CA 94108. Capitalized terms used herein but not otherwise defined shall have the meanings given to them in Section 1.5.
Taysha Gene Therapies, Inc.Taysha Gene Therapies, Inc. • March 28th, 2023 • Biological products, (no disgnostic substances)
Taysha Gene Therapies, Inc. (the “Company”) is pleased to offer you employment in the position of President and Head of Research and Development on the terms and conditions set forth in this letter agreement (the “Agreement”).
Taysha Gene Therapies, Inc. Shares of Common Stock ($0.00001 par value per share) SALES AGREEMENTSales Agreement • October 5th, 2021 • Taysha Gene Therapies, Inc. • Biological products, (no disgnostic substances) • New York
Taysha Gene Therapies, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Leerink LLC and Wells Fargo Securities, LLC (each an “Agent” and together, the “Agents”), as follows:
LEASELease • March 3rd, 2021 • Taysha Gene Therapies, Inc. • Biological products, (no disgnostic substances)
This LEASE (this “Lease”) is executed this 17th day of December, 2020, by and between PATRIOT PARK PARTNERS II, LLC, a Delaware limited liability company (“Landlord”), and TAYSHA GENE THERAPIES, INC., a Delaware corporation (“Tenant”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 2023 • Taysha Gene Therapies, Inc. • Biological products, (no disgnostic substances)
The undersigned authorized officer (“Officer”) of TAYSHA GENE THERAPIES, INC. (“Borrower”), hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement dated as of November 13, 2023 , by and among Borrower, the Lenders party thereto, and Trinity Capital Inc., as administrative agent and collateral agent for the Lenders (“Administrative Agent”) (the “Loan Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings given them in the Loan Agreement),
LEASE AGREEMENT BETWEENLease Agreement • August 16th, 2021 • Taysha Gene Therapies, Inc. • Biological products, (no disgnostic substances) • Delaware
Premises: Suite No. 1430, containing approximately 15,000 rentable square feet, on the 14th floor of the office building commonly known as the Tower (the "Building"), and whose street address is 3000 Pegasus Park Drive, Dallas, Texas 75247. The Premises are outlined on the plan attached to the Lease as Exhibit A. The land on which the Building is located (the "Land") is described on Exhibit B. The term "Project" shall collectively refer to the Building, the Land and the driveways, parking facilities, and similar improvements and easements associated with the foregoing or the operation thereof.
Certain information has bee excluded from this agreement (indicated by “[***]”) because Taysha Gene Therapies, Inc. has determined such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. LICENSE AGREEMENTLicense Agreement • September 2nd, 2020 • Taysha Gene Therapies, Inc. • Biological products, (no disgnostic substances)
Whereas the Licensed Technology (as defined below) was made in the course of research at the Licensor (or an affiliated research institution or hospital) by the Principal Investigator(s) (as defined below).
Taysha Gene Therapies, Inc.Taysha Gene Therapies, Inc. • March 28th, 2023 • Biological products, (no disgnostic substances)
This letter sets forth the substance of the separation agreement (the “Agreement”) that Taysha Gene Therapies, Inc. (“Taysha” or the “Company”) is offering to you to aid in your employment transition.
Certain information has been excluded from this agreement (indicated by “[***]”) because Taysha Gene Therapies, Inc. has determined such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. AMENDED AND...Investors’ Rights Agreement • September 2nd, 2020 • Taysha Gene Therapies, Inc. • Biological products, (no disgnostic substances) • Texas
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 2nd day of July, 2020, by and among Taysha Gene Therapies, 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”, each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
LICENSE AGREEMENTLicense Agreement • March 3rd, 2021 • Taysha Gene Therapies, Inc. • Biological products, (no disgnostic substances) • Delaware
This License Agreement (this “Agreement”) is dated as of October 29, 2020 (the “Effective Date”) by and between Abeona Therapeutics Inc., a Delaware corporation having its principal place of business at 1330 Avenue of the Americas, Suite 33A, New York, NY 10019 (“Licensor”), and Taysha Gene Therapies, Inc., a Delaware corporation having a place of business at 2280 Inwood Road, Dallas, TX 75325 (“Company”). Licensor and Company may be referred to herein as a “Party” or, collectively, as “Parties”.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 12th, 2020 • Taysha Gene Therapies, Inc. • Biological products, (no disgnostic substances) • Texas
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is signed and effective as of September 24, 2020 (the “Effective Date”), by and between Taysha Gene Therapies, Inc., a Delaware corporation (the “Company”), and R.A. Session II, an individual (the “Executive”).
Certain information has been excluded from this agreement (indicated by “[***]”) because Taysha Gene Therapies, Inc. has determined such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. RESEARCH,...License Agreement • September 2nd, 2020 • Taysha Gene Therapies, Inc. • Biological products, (no disgnostic substances) • Texas
This Research, Collaboration & License Agreement (this “Agreement”) is dated as of November 19, 2019 (the “Effective Date”) by and between The Board of Regents of the University of Texas System (“System”), an agency of the State of Texas, on behalf of The University of Texas Southwestern Medical Center (“UT Southwestern”), a component institution of System (“Licensor”), and Taysha Gene Therapies, Inc. a corporation organized under the laws of the state of Texas (“Licensee”). Licensor and Licensee may be referred to herein as a “Party” or, collectively, as “Parties”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 5th, 2023 • Taysha Gene Therapies, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 5, 2023, by and between Taysha Gene Therapies, Inc., a Delaware corporation (the “Company”), with its principal place of business at 3000 Pegasus Park Drive, Ste 1430, Dallas, Texas, 75247 and the purchasers named in Schedule 1 hereto (the “Purchaser”) with its principal place of business at 9 Campus Drive, Suite 103, Parsippany, NJ 07054. Capitalized terms used herein but not otherwise defined shall have the meanings given to them in Section 1.5.
CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS AGREEMENT (INDICATED BY “[***]”) BECAUSE TAYSHA GENE THERAPIES, INC. HAS DETERMINED SUCH INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OPTION AGREEMENTOption Agreement • October 31st, 2022 • Taysha Gene Therapies, Inc. • Biological products, (no disgnostic substances) • Delaware
This Option Agreement (this “Agreement”) is dated as of October 21, 2022 (the “Effective Date”) by and between Taysha Gene Therapies, Inc., with a place of business at 3000 Pegasus Park Drive, Suite 1430, Dallas, Texas 75247 (“Taysha”) and Audentes Therapeutics, Inc. (d/b/a Astellas Gene Therapy) with its principal place of business at 600 California Street, 17th Floor, San Francisco, CA 94108 (“Astellas”). Taysha and Astellas may be referred to herein as a “Party” or, collectively, as “Parties”.
PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK TAYSHA GENE THERAPIES, INC.Taysha Gene Therapies, Inc. • August 14th, 2023 • Biological products, (no disgnostic substances)
THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [•] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from TAYSHA GENE THERAPIES, INC., a Delaware corporation (the “Company”), up to [•] shares of common stock, par value $0.00001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Certain information has been excluded from this agreement (indicated by “[***]”) because Taysha Gene Therapies, Inc. has determined such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. AMENDMENT TO...License Agreement • September 2nd, 2020 • Taysha Gene Therapies, Inc. • Biological products, (no disgnostic substances)
This Amendment to the November 19, 2019 Research, Collaboration & License Agreement (“Amendment”) is entered into as of April 2, 2020 (the “Amendment Effective Date”) by and between The Board of Regents (“Board”) of The University of Texas System (“System”), an agency of the State of Texas whose address is 210 West 7th Street, Austin, Texas 78701, on behalf of The University of Texas Southwestern Medical Center (“UT Southwestern”), a component institution of System (“Licensor”), and Taysha Gene Therapies, Inc., a Texas corporation (“Licensee”). Licensor and Licensee are referred to collectively as the “Parties” and individually as a “Party”. All capitalized terms used but not defined herein shall have the meaning ascribed to such term in the Agreement.
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • March 31st, 2022 • Taysha Gene Therapies, Inc. • Biological products, (no disgnostic substances)
This First Amendment to Lease Agreement (this "Amendment") is executed as of December 14, 2021, between PEGASUS PARK, LLC, a Delaware limited liability company ("Landlord"), f/k/a Pegasus Place, LLC, and TAYSHA GENE THERAPIES, INC., a Delaware corporation ("Tenant"), for the purpose of amending the Lease (defined below). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Lease (defined below).
LICENSE AGREEMENT DATED AS OF AUGUST 14, 2020 BY AND BETWEEN ABEONA THERAPEUTICS, INC. AND TAYSHA GENE THERAPIES, INC.License Agreement • September 2nd, 2020 • Taysha Gene Therapies, Inc. • Biological products, (no disgnostic substances) • Delaware
This License Agreement (this “Agreement”) is dated as of August 14, 2020 (the “Effective Date”) by and between Abeona Therapeutics Inc., a Delaware corporation having its principal place of business at 1330 Avenue of the Americas, Suite 33A, New York, NY 10019 (“Licensor”), and Taysha Gene Therapies, Inc., a Delaware corporation having a place of business at 2280 Inwood Road, Dallas, TX 75325 (“Company”). Licensor and Company may be referred to herein as a “Party” or, collectively, as “Parties”.
TAYSHA GENE THERAPIES, INC. AMENDMENT NO. 1 TO SALES AGREEMENTSales Agreement • March 31st, 2022 • Taysha Gene Therapies, Inc. • Biological products, (no disgnostic substances) • New York
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 2nd, 2020 • Taysha Gene Therapies, Inc. • Biological products, (no disgnostic substances) • Texas
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is signed and effective as of April 1, 2020 (the “Effective Date”), by and between Taysha Gene Therapies, Inc., a Delaware corporation (the “Company”), and R.A. Session II, an individual (the “Executive”).
