OPEN MARKET SALE AGREEMENTSMVigil Neuroscience, Inc. • March 21st, 2023 • Biological products, (no disgnostic substances) • New York
VIGIL NEUROSCIENCE, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTIndemnification Agreement • January 3rd, 2022 • Vigil Neuroscience, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Vigil Neuroscience, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 19th, 2021 • Vigil Neuroscience, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is made between Vigil Neuroscience, Inc., a Delaware corporation (the “Company”), and ___________________ (the “Executive”) and is made effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”). Except with respect to the Restrictive Covenants Agreement and the Equity Documents (each 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 (i) the Offer Letter between the Executive and the Company dated ______ (the “Prior Agreement”), and (ii) any other offer letter, employment agreement or severance agreement.
As Representatives of the several Underwriters listed in Schedule I to the Underwriting Agreement referred to below Ladies and Gentlemen:Vigil Neuroscience, Inc. • January 3rd, 2022 • Biological products, (no disgnostic substances) • New York
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 8th, 2021 • Vigil Neuroscience, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of August 13, 2021, by and among Vigil Neuroscience, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto and any subsequent purchasers of Series B Preferred Stock who become parties hereto as “Investors” pursuant to Section 6.9 below, each of which is referred to in this Agreement as an “Investor”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 12th, 2022 • Vigil Neuroscience, Inc. • Biological products, (no disgnostic substances)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 12, 2022, by and between Vigil Neuroscience, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 12th, 2022 • Vigil Neuroscience, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 12, 2022 (the “Effective Date”), among Vigil Neuroscience, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Exhibit A attached hereto (each a “Purchaser” and, collectively, the “Purchasers”).
LEASE From 100 FORGE HOLDING LLC, Landlord To VIGIL NEUROSCIENCE, INC., Tenant 100 Forge Road, Watertown, MassachusettsLease • November 19th, 2021 • Vigil Neuroscience, Inc. • Biological products, (no disgnostic substances) • Massachusetts
EXCLUSIVE LICENSE AGREEMENT by and between AMGEN INC. and VIGIL NEUROSCIENCE, INC. Dated as of July 9, 2020Exclusive License Agreement • November 19th, 2021 • Vigil Neuroscience, Inc. • Biological products, (no disgnostic substances) • New York
This EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is entered into as of July 9, 2020 (the “Effective Date”) by and between AMGEN INC., a Delaware corporation having an address at One Amgen Center Drive, Thousand Oaks, California 91320 (“AMGEN”), and VIGIL NEUROSCIENCE, INC., a Delaware corporation having an address at 400 Technology Square, 10th Floor, Cambridge, MA 02139 (“VIGIL”). VIGIL and AMGEN are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
VIGIL NEUROSCIENCE, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (INDUCEMENT AWARD)Qualified Stock Option Agreement • March 26th, 2024 • Vigil Neuroscience, Inc. • Biological products, (no disgnostic substances)
Vigil Neuroscience, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein. This Stock Option is not issued under the Company’s 2021 Stock Option and Incentive Plan (as amended through the date hereof, the “Plan”) and does not reduce the share reserve under the Plan. However, for purposes of interpreting the applicable provisions of this Stock Option, the terms and conditions of the Plan (other than those applicable to the share reserve) shall govern and apply to this Stock Option as if this Stock Option had actually been issued under the Plan. This Stock Option has been granted as an inducement pursuant to Rule 5635(c)(4) of the Marketplace Rules of The
SERVICE AGREEMENTService Agreement • November 19th, 2021 • Vigil Neuroscience, Inc. • Biological products, (no disgnostic substances) • Massachusetts
The licensee(s) identified on the signature block of this agreement (the “Licensee”) and CIC hereby agree to the following (the “Agreement” or “Service Agreement”).
November 4, 2021 PERSONAL AND CONFIDENTIAL Richard A. Fisher, PhD Re: Transition Agreement Dear Richard:Vigil Neuroscience, Inc. • November 19th, 2021 • Biological products, (no disgnostic substances) • Massachusetts
As discussed, we greatly appreciate your service and contributions to Vigil Neuroscience, Inc. (the “Company”), as well as your commitment to a smooth transition for the Company during this critical time. This letter agreement (the “Transition Agreement”) summarizes your transition into an advisory role with the Company during the remainder of your employment as well as the opportunity for you to continue as a consultant for the Company after your separation from employment. As set forth further below, this Transition Agreement will supersede your employment agreement with the Company, dated August 15, 2020 (the “Employment Agreement”), except to the extent provisions are specifically preserved and incorporated herein.
