•] Shares of Common Stock Rallybio Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • July 22nd, 2021 • Rallybio Corp • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 22nd, 2021 • Rallybio Corp • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , 2021 between Rallybio Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 22nd, 2021 • Rallybio Corp • Pharmaceutical preparations • Connecticut
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of July 15, 2021 by and between Rallybio, LLC, a Delaware limited liability company (the “Company”), and Stephen Uden (the “Executive”) and effective as of the day prior to the date on which Rallybio Corporation (“Parent”) becomes subject to the reporting obligations of Section 12 of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”) (such date, the “Effective Date”). This Agreement amends and restates in its entirety the employment agreement by and among the Company and the Executive, effective as of April 20, 2018 (the “Prior Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 22nd, 2021 • Rallybio Corp • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the [ ] day of [ ], 2021, by and among Rallybio Corporation, a Delaware corporation (including Rallybio Corporation’s successors by merger, acquisition, reorganization or otherwise, the “Company”), each of the investors listed on Schedule A hereto, any additional Investor who becomes a party to this Agreement (each an “Investor”, and collectively, the “Investors”).
RALLYBIO CORPORATION INCENTIVE STOCK OPTION AGREEMENTEquity Incentive Plan • July 22nd, 2021 • Rallybio Corp • Pharmaceutical preparations
This agreement (this “Agreement”) evidences a stock option granted by Rallybio Corporation, a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuant to and subject to the terms of the Rallybio Corporation 2021 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.
RALLYBIO HOLDINGS, LLC CONTRIBUTION AND RESTRICTED SHARE AGREEMENTContribution and Restricted Share Agreement • July 22nd, 2021 • Rallybio Corp • Pharmaceutical preparations • Delaware
This CONTRIBUTION AND RESTRICTED SHARE AGREEMENT (this “Agreement”), effective (the “Effective Date”), is entered into by and between Rallybio Holdings, LLC, a Delaware limited liability company (the “Company”), and (the “Recipient”).
RALLYBIO HOLDINGS, LLC EQUITY ADJUSTMENT NOTICEEquity Adjustment Notice • July 22nd, 2021 • Rallybio Corp • Pharmaceutical preparations
This notice (this “Notice”) describes certain amendments that are being made to the Restricted Share Agreement(s) and/or Contribution and Restricted Share Agreement(s) (each, as amended from time to time, your “Award Agreement(s)”) between you and Rallybio Holdings, LLC (the “LLC”) and to the restricted common units and/or incentive units you hold under such Award Agreement(s) (collectively, your “Award(s)”) in connection with the initial public offering (the “IPO”) of shares of common stock of Rallybio Corporation (“Rallybio”) and the dissolution of the LLC (the “Dissolution”) undertaken pursuant to that certain Plan of Liquidation and Dissolution of Rallybio Holdings, LLC entered into by the LLC on or about July 22, 2021 (the “Plan of Dissolution”) in connection with the IPO. The LLC, its subsidiaries, and Rallybio are collectively referred to in this Notice as the “Company.”
RALLYBIO CORPORATION NON-STATUTORY STOCK OPTION AGREEMENTEquity Incentive Plan • July 22nd, 2021 • Rallybio Corp • Pharmaceutical preparations
This agreement (this “Agreement”) evidences a stock option granted by Rallybio Corporation, a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuant to and subject to the terms of the Rallybio Corporation 2021 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.
RALLYBIO CORPORATION NON-STATUTORY STOCK OPTION AGREEMENT (Non-Employee Directors and Consultants)Option Agreement • July 22nd, 2021 • Rallybio Corp • Pharmaceutical preparations
This agreement (this “Agreement”) evidences a stock option granted by Rallybio Corporation, a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuant to and subject to the terms of the Rallybio Corporation 2021 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.
RALLYBIO CORPORATION RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • July 22nd, 2021 • Rallybio Corp • Pharmaceutical preparations
This agreement (this “Agreement”) evidences a grant (the “Award”) of Restricted Stock Units (“RSUs”) by Rallybio Corporation, a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuant to and subject to the terms of the Rallybio Corporation 2021 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.
RALLYBIO CORPORATION RESTRICTED STOCK UNIT AGREEMENT (Non-Employee Directors and Consultants)Agreement • July 22nd, 2021 • Rallybio Corp • Pharmaceutical preparations
This agreement (this “Agreement”) evidences a grant (the “Award”) of Restricted Stock Units (“RSUs”) by Rallybio Corporation, a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuant to and subject to the terms of the Rallybio Corporation 2021 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.
