VIA HAND DELIVERY November 26, 2018 Rene Russo Dear Rene:Arsanis, Inc. • November 27th, 2018 • Biological products, (no disgnostic substances) • Massachusetts
As we have discussed, in connection with your separation from employment with, and all offices in, Arsanis, Inc. (the “Company”) (and, as may be applicable, any and all of its parents, affiliates and subsidiaries (together, the “Affiliates”)), effective November 26, 2018 (the “Separation Date”), you will be eligible to receive the severance benefits described in paragraph 1 below if you sign and return this letter agreement to me no later than December 18, 2018, but no earlier than close of business on the Separation Date, and do not revoke your agreement (as described below).
AGREEMENT AND PLAN OF MERGER by and among Arsanis, Inc., Artemis AC Corp., and X4 Pharmaceuticals, Inc. Dated as of November 26, 2018Agreement and Plan of Merger • November 27th, 2018 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 26, 2018, is entered into by and among Arsanis, Inc., a Delaware corporation (“Public Company”); Artemis AC Corp., a Delaware corporation and a wholly owned subsidiary of Public Company (the “Merger Sub”); and X4 Pharmaceuticals, Inc., a Delaware corporation (“Merger Partner”).
November 26, 2018 Dear Mr. Gray,Employment Agreement • November 27th, 2018 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This letter (the “Employment Agreement”) amends and restates the terms and conditions of your employment with Arsanis, Inc. (“Arsanis” or “Company”), as set forth in the Amended and Restated Letter Agreement dated October 10, 2017 (the “Existing Agreement”), and will take effect as of November 27, 2018 (the “Effective Date”), provided that you remain employed by the Company as of the Effective Date. Until the Effective Date, the Existing Agreement will remain in force and effect and continue to govern your employment with the Company. This Employment Agreement contains the following terms:
FORM OF SUPPORT AGREEMENTForm of Support Agreement • November 27th, 2018 • Arsanis, Inc. • Biological products, (no disgnostic substances) • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of November ___, 2018, by and among X4 Pharmaceuticals, Inc., a Delaware corporation (“Merger Partner”), Arsanis, Inc., a Delaware corporation (“Public Company”), and the undersigned stockholder (the “Stockholder”) of Merger Partner.
