REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 27th, 2024 • Q32 Bio Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 25, 2024, among Q32 Bio Inc., a Delaware corporation, and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and. collectively, the “Purchasers”).
Q32 BIO INC. AMENDED AND RESTATED FORM OF DIRECTOR INDEMNIFICATION AGREEMENTForm of Director Indemnification Agreement • March 27th, 2024 • Q32 Bio Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________________ by and between Q32 Bio Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
ContractQ32 Bio Inc. • March 27th, 2024 • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ContractQ32 Bio Inc. • March 27th, 2024 • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
Q32 BIO INC. AMENDED AND RESTATED FORM OF OFFICER INDEMNIFICATION AGREEMENTForm of Officer Indemnification Agreement • March 27th, 2024 • Q32 Bio Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________________ by and between Q32 Bio Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2024 • Q32 Bio Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made between Q32 Bio Inc., a Delaware corporation (the “Company”), and you, Jodie Morrison and is effective as of, and conditioned on the closing of, the transactions contemplated by that certain Agreement and Plan of Merger, dated as of November 16, 2023, by and among the Company, Homology Medicines, Inc., and the other parties thereto (the “Effective Date”). For the avoidance of doubt, if the closing of such transactions does not occur, this Agreement shall be null and void ab initio. Except with respect to the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between you and the Company regarding the subject matter herein, including without limitation (i) the Employment Agreement between you and the Company dated September 8, 2022 (as amended, the “Prior Agreement”), and (ii) any other offer letter, employment agreement or severance agreement between you and the Company.
CONTINGENT VALUE RIGHTS AGREEMENT BETWEEN HOMOLOGY MEDICINES, INC. and EQUINITI TRUST COMPANY, LLC, as Rights Agent Dated as of March 23, 2024Contingent Value Rights Agreement • March 27th, 2024 • Q32 Bio Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of March 23, 2024, is entered into by and between Homology Medicines, Inc., a Delaware corporation (“Homology”), and Equiniti Trust Company, LLC, a New York limited liability company (“EQ”), as initial Rights Agent (as defined herein).
LOCK-UP AGREEMENTMerger Agreement • March 27th, 2024 • Q32 Bio Inc. • Pharmaceutical preparations
SUBSCRIPTION AGREEMENTSubscription Agreement • March 27th, 2024 • Q32 Bio Inc. • Pharmaceutical preparations • Delaware
This Subscription Agreement (this “Agreement”) is made and entered into as of November 16, 2023 (the “Effective Date”) by and among Q32 Bio Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on the signature pages hereto, severally and not jointly (each a “Purchaser” and together the “Purchasers”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 8 hereof.
CONSENT AND EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 27th, 2024 • Q32 Bio Inc. • Pharmaceutical preparations • Massachusetts
This Consent and Eighth Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 22nd day of March, 2024 by and between Silicon Valley Bank, a division of First-Citizens Bank & Trust Company and Q32 Bio Inc., a Delaware corporation (“Borrower”) whose address is 830 Winter Street, Waltham, Massachusetts 02451.
