INDEMNIFICATION AGREEMENTIndemnification Agreement • November 6th, 2017 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ], 20[ ] by and between Arsanis, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”)[Solely with respect to officers and directors that execute this form of indemnification agreement on or prior to the Company’s initial public offering: and shall be effective as of the effectiveness of a Registration Statement on Form S-1 relating to the initial registration under the Securities Act of 1933, as amended, of shares of the Company’s common stock].
Arsanis, Inc. [●] Shares Common Stock ($0.001 par value) Underwriting AgreementArsanis, Inc. • November 6th, 2017 • Biological products, (no disgnostic substances) • New York
Arsanis, Inc., a corporation organized under the laws of Delaware (the “Issuer”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc., Cowen and Company, LLC and Piper Jaffray & Co. (the “Representatives”) are acting as representatives, [●] shares of common stock, $0.001 par value per share (“Common Stock”) of the Issuer (said shares to be issued and sold by the Issuer being hereinafter called the “Underwritten Securities”). The Issuer also proposes to grant to the Underwriters an option to purchase up to [●] additional shares of Common Stock to cover over-allotments, if any (the “Option Securities;” the Option Securities, together with the Underwritten Securities, hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall
ARSANIS, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Dated as of April 12, 2016 Amended as of November 3, 2017Rights Agreement • November 6th, 2017 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Delaware
This Second Amended and Restated Investors’ Rights Agreement (this “Agreement”) is entered into as of 12th day of April, 2016, and amended as of November 3, 2017, by and among Arsanis, Inc., a Delaware corporation (the “Company”) and the individuals and entities listed on Exhibit A attached hereto (the “Investors”).
ARSANIS, INC. SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT Dated as of April 12, 2016 Amended as of November 3, 2017Stockholders’ Agreement • November 6th, 2017 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Delaware
This Second Amended and Restated Stockholders’ Agreement (the “Agreement”) is entered into as of April 12, 2016, and amended as of November 3, 2017, by and among Arsanis, Inc., a Delaware corporation (the “Company”), the persons and entities listed on Exhibit A attached hereto (collectively with any subsequent investors or transferees who become parties hereto as Investors pursuant to Section 9.1(a), the “Investors”), and Eszter Nagy, Tillman U. Gerngross and Errik B. Anderson (each, individually, a “Founder” and collectively, the “Founders,” and collectively with any parties who become parties hereto as Restricted Stockholders pursuant to Section 9.1(b), the “Restricted Stockholders”). The Investors and Restricted Stockholders are referred to herein collectively as the “Stockholders”). As used in this Agreement, the term “Shares” shall include all shares of capital stock of the Company held by the Stockholders, whether now owned or hereafter acquired. For purposes of calculating an In
