Foghorn Therapeutics Inc. Common Stock, Par Value $0.0001 per Share Underwriting AgreementUnderwriting Agreement • October 19th, 2020 • Foghorn Therapeutics Inc. • Pharmaceutical preparations • New York
Foghorn Therapeutics Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [__] shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”, and such shares the “Firm Shares”) and, at the election of the Underwriters, up to [__] additional shares (the “Optional Shares”) of Common Stock (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
October 14, 2020 Sam Agresta By Email Delivery Dear Sam:Letter Agreement • October 19th, 2020 • Foghorn Therapeutics Inc. • Pharmaceutical preparations
This letter agreement (the “Agreement”) amends and restates the offer letter dated July 14, 2019 (the “Offer Letter”) by and among you and Foghorn Therapeutics Inc. (the “Company”). This Agreement sets forth the terms and conditions of your continued employment with the Company. This Agreement will be effective as of the date on which the Company becomes subject to the reporting obligations of Section 12 of the Securities Exchange Act of 1934, as amended. Should this not occur for any reason, this Agreement shall be void and of no force or effect.
FOGHORN THERAPEUTICS INC. NON-STATUTORY STOCK OPTION AGREEMENT (NON-EMPLOYEE DIRECTORS)Non-Statutory Stock Option Agreement • October 19th, 2020 • Foghorn Therapeutics Inc. • Pharmaceutical preparations
This agreement (this “Agreement”) evidences a stock option granted by Foghorn Therapeutics Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Foghorn Therapeutics Inc. 2020 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
FOGHORN THERAPEUTICS INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTAdoption Agreement • October 19th, 2020 • Foghorn Therapeutics Inc. • Pharmaceutical preparations • Massachusetts
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of December 18, 2018, by and among (i) Foghorn Therapeutics Inc., a Delaware corporation (the “Company”), (ii) each of the Investors (as defined below) listed on Schedule A hereto, and (iii) each Person who hereafter becomes a party to this Agreement in accordance with Subsection 6.1 or Subsection 6.9 hereof (together, with the Company and the Investors, collectively, the “Parties,” and individually, a “Party”).
FOGHORN THERAPEUTICS INC. NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • October 19th, 2020 • Foghorn Therapeutics Inc. • Pharmaceutical preparations
This agreement (this “Agreement”) evidences a stock option granted by Foghorn Therapeutics Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Foghorn Therapeutics Inc. 2020 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
FOGHORN THERAPEUTICS INC. c/o Flagship VenturesFoghorn Therapeutics Inc. • October 19th, 2020 • Pharmaceutical preparations • Massachusetts
We are pleased that you have agreed to become a co-fmmder of and consultant to Foghorn Therapeutics Inc. This Agreement is made as of the date written above (the “Effective Date”) between you and Foghorn Therapeutics Inc., a Delaware corporation (the “Company”). The terms and conditions agreed to in this letter shall, together with any and all Exhibits, hereinafter be referred to as the “Agreement”. In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, we have agreed as follows:
FOGHORN THERAPEUTICS INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • October 19th, 2020 • Foghorn Therapeutics Inc. • Pharmaceutical preparations
This agreement (this “Agreement”) evidences a stock option granted by Foghorn Therapeutics Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Foghorn Therapeutics Inc. 2020 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
