●] Shares Apogee Therapeutics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • July 3rd, 2023 • Apogee Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, during the Lock-up Period, the undersigned will not (and, if the undersigned is a natural person, will cause any Family Member not to), subject to the exceptions set forth in this letter agreement, without the prior written consent of Jefferies and Cowen, which may withhold their consent in their sole discretion:
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 3rd, 2023 • Apogee Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Indemnification Agreement (this “Agreement”) is entered into as of __________ by and between Apogee Therapeutics, Inc., a Delaware corporation (the “Company”), and __________ (the “Indemnitee”) and shall be deemed effective upon the earliest date that the Indemnitee is duly elected or appointed as a director or officer of the Company.
APOGEE THERAPEUTICS, INC. REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 3rd, 2023 • Apogee Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • July 3rd, 2023 • Apogee Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of [•], 2023, by and among Apogee Therapeutics, Inc., a Delaware corporation (the “Company”), and the holders of Common Units, Series A Preferred Units, Series B Preferred Units and Incentive Units (each as defined in the Operating Agreement (as defined below)) (collectively, “Units”) of Apogee Therapeutics, LLC, a Delaware limited liability company (the “LLC”), constituting the holders of all outstanding Units and listed on Schedule A attached hereto (each a “Unit Holder” and together, the “Unit Holders”). This Agreement shall only become effective immediately prior to the effectiveness of the Company’s first registration statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) (the “Effective Time”).
