LENZ Therapeutics, Inc. Sample Contracts

LENZ THERAPEUTICS, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 18th, 2024 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • Delaware

This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between LENZ Therapeutics, Inc. (previously named Graphite Bio, Inc.), a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).

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14,000,000 Shares GRAPHITE BIO, INC. COMMON STOCK, PAR VALUE $0.00001 PER SHARE UNDERWRITING AGREEMENT June 24, 2021
Underwriting Agreement • June 30th, 2021 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • New York
GRAPHITE BIO, INC. Shares of Common Stock (par value $0.00001 per share) Controlled Equity OfferingSM Sales Agreement
Graphite Bio, Inc. • July 21st, 2022 • Biological products, (no disgnostic substances) • New York

Graphite Bio, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:

GRAPHITE BIO, INC. DIRECTOR INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 21st, 2021 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • Delaware

This Indemnification Agreement (“Agreement”) is made as of [__________], 202[_] by and between Graphite Bio, Inc., a Delaware corporation (the “Company”), and [__________] (“Indemnitee”).

LEASE AGREEMENT
Lease Agreement • May 21st, 2021 • Graphite Bio, Inc. • Biological products, (no disgnostic substances)

THIS LEASE AGREEMENT (this “Lease”) is made this 26th day of February, 2021, between ARE-SAN FRANCISCO NO. 65, LLC, a Delaware limited liability company (“Landlord”), and GRAPHITE BIO, INC., a Delaware corporation (“Tenant”).

SUMMARY OF BASIC LEASE INFORMATION
Lease • December 20th, 2021 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • California
LENZ THERAPEUTICS, INC. Confirmatory Employment Letter March 21, 2024
Letter Agreement • March 22nd, 2024 • LENZ Therapeutics, Inc. • Biological products, (no disgnostic substances)

This letter agreement (the “Agreement”) is entered into between LENZ Therapeutics, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the later of the Closing (as defined below) or the date signed below (the “Effective Date”). The purpose of this Agreement is to confirm the terms and conditions of your employment with the Company as of the Effective Date.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 22nd, 2024 • LENZ Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of March 21, 2024, by and among Graphite Bio, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the several investors signatory hereto (each, an “Investor” and collectively, the “Investors”).

LENZ THERAPEUTICS, INC. SUPPORT AGREEMENT
Support Agreement • March 22nd, 2024 • LENZ Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS SUPPORT AGREEMENT (this “Agreement”), dated as of November 14, 2023 is made by and among Graphite Bio, Inc., a Delaware corporation (“Parent”), Lenz Therapeutics, Inc., a Delaware corporation (the “Company”), and the undersigned holders (each a “Stockholder”) of shares of capital stock (the “Shares”) of the Company.

Contract
Graphite Bio, Inc. • June 21st, 2021 • Biological products, (no disgnostic substances)

[***] Certain information in this document has been omitted from this exhibit pursuant to Item 601(b) of Regulation S-K because it is both not material and is the type that the Registrant treats as private or confidential.

EXCLUSIVE OPTION AGREEMENT
Exclusive Option Agreement • June 21st, 2021 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • California

This Option Agreement (“Option” or “Agreement”) between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Graphite Bio, Inc., a Delaware corporation (“Graphite”), having a principal place of business at 279 East Grand Ave., South San Francisco, CA 94080, is effective on the 22nd day of January, 2021 (“Effective Date”).

AGREEMENT AND PLAN OF MERGER by and among GRAPHITE BIO, INC., GENERATE MERGER SUB, INC. and LENZ THERAPEUTICS, INC. Dated as of November 14, 2023
Support Agreement • November 15th, 2023 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 14, 2023, by and among Graphite Bio, Inc., a Delaware corporation (“Parent”), Generate Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Lenz Therapeutics, Inc., a Delaware corporation (the “Company”).

Re: Executive Offer Letter
Graphite Bio, Inc. • June 4th, 2021 • Biological products, (no disgnostic substances) • California

Integral Medicines, Inc., a Delaware corporation (the “Company”), is pleased to offer you employment pursuant to the terms of this Executive Offer Letter (the “Agreement”).

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • June 21st, 2021 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • California

This Agreement (“Agreement”) between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Graphite Bio, Inc. (“Graphite”), a Delaware corporation having a principal place of business at 279 East Grand Ave., South San Francisco, CA 94080, is effective on the 7th day of December, 2020 (“Effective Date”).

EXCLUSIVE OPTION AGREEMENT
Exclusive Option Agreement • June 21st, 2021 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • California

This Option Agreement (“Option” or “Agreement”) between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Graphite Bio, Inc., a Delaware corporation (“Graphite”), having a principal place of business at 279 East Grand Ave., South San Francisco, CA 94080, is effective on the 12th day of April, 2021 (“Effective Date”).

ADVISOR AGREEMENT
Advisor Agreement • June 4th, 2021 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • California

THIS ADVISOR AGREEMENT (this “Agreement”) is made and entered into as of 3/24/20 (the “Effective Date”), by and between INTEGRAL MEDICINES, INC., a Delaware corporation (the “Company”), and MATTHEW PORTEUS (“Advisor”). The Company and Advisor may be referred to herein individually as “Party” or collectively as “Parties”.

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • June 4th, 2021 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 11th day of March, 2021, by and among Graphite Bio, 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”, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder”.

SUBSCRIPTION AGREEMENT
Registration Rights Agreement • November 15th, 2023 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • Delaware

This SUBSCRIPTION AGREEMENT (this “Agreement”) is dated as of November 14, 2023 (the “Effective Date”), by and among Graphite Bio, Inc., a Delaware corporation (the “Company”), and the individuals and entities listed on Exhibit A attached to this Agreement (each, a “Purchaser” and together, the “Purchasers”).

LOCK-UP AGREEMENT
Up Agreement • March 22nd, 2024 • LENZ Therapeutics, Inc. • Biological products, (no disgnostic substances)
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • May 21st, 2021 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 11th day of March, 2021, by and among Graphite Bio, 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”, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder”.

Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder...
Master Development and Manufacturing Services Agreement • March 20th, 2023 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • New York

This Master Development and Manufacturing Services Agreement (the “Agreement”) is made and entered into as of November 7, 2022 (the “Effective Date”) by and between WuXi Advanced Therapies Inc., a Delaware corporation with an office located at 4701 League Island Blvd., Philadelphia, Pennsylvania 19112 (“WuXi ATU”) and Graphite Bio, Inc., a company organized under the laws of the state of Delaware, United States, with office located at 201 Haskins Way, Suite 210, South San Francisco CA 94080 (“Graphite”). Graphite and WuXi ATU are referred to herein individually as a “Party” and collectively as the “Parties”.

SUBLEASE
Sublease • October 30th, 2023 • Graphite Bio, Inc. • Biological products, (no disgnostic substances)

THIS SUBLEASE (this “Sublease”) is dated for reference purposes as of October 26, 2023, and is made by and between Graphite Bio, Inc., a Delaware corporation (“Sublessor”), and Soleil Labs, LLC, a Delaware limited liability company (“Sublessee”). Sublessor and Sublessee hereby agree as follows:

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Contract
Graphite Bio, Inc. • June 21st, 2021 • Biological products, (no disgnostic substances)

[***] Certain information in this document has been omitted from this exhibit pursuant to Item 601(b) of Regulation S-K because it is both not material and is the type that the Registrant treats as private or confidential.

PRESBYOPIA THERAPIES, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK
Graphite Bio, Inc. • December 6th, 2023 • Biological products, (no disgnostic substances) • Delaware

THIS CERTIFIES THAT, for value received, the Holder set forth above is entitled to subscribe for and purchase from Presbyopia Therapies, Inc., a Delaware corporation (the “Company”) shares of Class A common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”) as set forth below.

GRAPHITE BIO, INC.
Separation Agreement and Release • November 13th, 2023 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • California

This letter confirms our previous discussions concerning your employment with Graphite Bio, Inc. (the “Company”). On August 21, 2023 (the “Termination Date”), your employment with the Company shall end and your status with the Company shall change to no longer employed, and your consulting relationship will commence.

ASSET PURCHASE AGREEMENT by and between MARO BIO INC., a Delaware corporation and GRAPHITE BIO, INC., a Delaware corporation Dated as of August 1, 2023
Asset Purchase Agreement • February 5th, 2024 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
PRESBYOPIA THERAPIES, INC. WARRANT TO PURCHASE SHARES OF SERIES A PREFERRED STOCK
Graphite Bio, Inc. • December 6th, 2023 • Biological products, (no disgnostic substances) • Delaware

THIS WARRANT CERTIFIES THAT, for good and valuable consideration, ____________________ or its assigns (the “Holder”) is entitled to purchase the number of fully paid and non-assessable shares of Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), of Presbyopia Therapies, Inc., a Delaware corporation (the “Company”) as set forth below and subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant is one of a series of warrants being issued by the Company in connection with the transactions contemplated by that certain Series A Stock Purchase Agreement dated as of October 30, 2020 by and between the Company, the Holder and the other Purchasers party thereto (the “Purchase Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement.

LICENSE AND COLLABORATION AGREEMENT
License and Collaboration Agreement • January 18th, 2024 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • New York

This LICENSE AND COLLABORATION AGREEMENT (this “Agreement”) is entered into as of April 12th, 2022 (the “Effective Date”) by and between:

Contract
Graphite Bio, Inc. • May 21st, 2021 • Biological products, (no disgnostic substances)

[***] Certain information in this document has been omitted from this exhibit pursuant to Item 601(b) of Regulation S-K because it is not material.

LENZ Therapeutics, Inc. Employment Letter March 21, 2024
LENZ Therapeutics, Inc. • March 22nd, 2024 • Biological products, (no disgnostic substances)

LENZ Therapeutics, Inc. (the “Company” or “we”) is pleased to offer you employment pursuant to this letter agreement (the “Agreement”), effective as of March 21, 2024 (the “Effective Date”).

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Merger • March 22nd, 2024 • LENZ Therapeutics, Inc. • Biological products, (no disgnostic substances)

On November 14, 2023, Graphite Bio, Inc., a Delaware corporation (“Graphite”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and between Graphite, Generate Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Graphite (“Merger Sub”), and Lenz Therapeutics, Inc., a Delaware corporation (“LENZ”), pursuant to which, Merger Sub merged with and into LENZ, with LENZ continuing as a wholly owned subsidiary of Graphite and the surviving corporation of the merger. On March 21, 2024, Graphite, Merger Sub and Lenz consummated the transactions contemplated by the Merger Agreement, Merger Sub was merged with and into Lenz and Lenz became a wholly owned subsidiary of Graphite (the “merger”). On March 21, 2024, in connection with the transactions contemplated by the Merger Agreement, Graphite (i) effected a reverse stock split of Graphite’s common stock, par value $0.00001 per share (“Graphite common stock”), at a ratio of 1:7 (the “reverse stock split”

FIRST AMENDMENT TO LEASE
Lease • October 30th, 2023 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • California

This First Amendment to Lease (this "Amendment") is entered into as of the 26th day of October, 2023 (the “Amendment Effective Date”), by and between BAYSIDE AREA DEVELOPMENT, LLC, a Delaware limited liability company (" XE "Landlord" Landlord"), and GRAPHITE BIO, INC., a Delaware corporation (" XE "Tenant" Tenant").

LICENSE AGREEMENT
License Agreement • June 11th, 2021 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • Delaware

This License Agreement (this “Agreement”) is effective as of June 7, 2021 (the “Effective Date”), by and between Integrated DNA Technologies, Inc., a Delaware corporation located at 1710 Commercial Park, Coralville, Iowa 52241 (“IDT”), and Graphite Bio, Inc., a Delaware corporation located at 279 E Grand Ave., Suite 430, South San Francisco, CA 94080 (“Graphite”). IDT and Graphite are each sometimes referred to herein as a “Party” or collectively as the “Parties.”

LICENSE AND OPTION AGREEMENT
License and Option Agreement • February 5th, 2024 • Graphite Bio, Inc. • Biological products, (no disgnostic substances) • California

This License and Option Agreement (this “Agreement”) is entered into as of August 4, 2023 (the “Effective Date”), by and between Kamau Therapeutics, Inc., a corporation existing under the laws of Delaware, having a place of business at [***] (“Licensee”) and Graphite Bio, Inc. a corporation existing under the laws of Delaware, having a place of business at 201 Haskins Way, Suite 210, South San Francisco, CA 94080 (“Graphite”). Each of Licensee and Graphite is referenced herein as a “Party” and collectively, the “Parties.”

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 14th, 2024 • LENZ Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of July 14, 2024 (the “Effective Date”), by and among LENZ Therapeutics, Inc., a Delaware corporation (the “Company”), and Ridgeback Capital Investments L.P. (the “Purchaser”).

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