THIS ESCROW AGREEMENT (this Escrow Agreement) is entered into and effective as of this 15th day of September, 2020, by and among PNC Bank, National Association, a national banking association (the Escrow Agent), resTORbio, Inc., a Delaware corporation (resTORbio) and the investors listed on Schedule 1 hereto under the heading Investors (each of which is herein referred to as an Investor and collectively as the Investors). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Funding Agreement (as defined below).
WHEREAS, resTORbio, Adicet Bio, Inc., a Delaware corporation (Adicet), and the Investors have entered into that certain Funding Agreement dated April 28, 2020, as amended, modified or restated from time to time (the Funding Agreement), in connection with a merger of Oasis Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of resTORbio (Merger Sub), with and into Adicet, with Adicet continuing as the surviving entity (the Merger), pursuant to an Agreement and Plan of Merger, dated April 28, 2020, by and among resTORbio, Adicet and Merger Sub, as amended, modified or restated from time to time.
WHEREAS, pursuant to the Funding Agreement, the Investors have agreed to deposit certain funds into an escrow account (the Escrow Account) immediately prior to the closing of the Merger (the Merger Closing) by wire transfer of immediately available cash funds, with such funds to be held, invested and disbursed by the Escrow Agent in accordance with the terms and conditions of this Escrow Agreement and the Funding Agreement.
WHEREAS, resTORbio, Adicet, and certain stockholders of Adicet (the Non-Escrow Investors) have entered into that certain Non-Escrow Funding Agreement, dated September 15, 2020, as amended, modified or restated from time to time (the Non-Escrow Funding Agreement), pursuant to which such Non-Escrow Investors have agreed to fund to resTORbio at the Concurrent Private Placement Closing (as defined in the Funding Agreement) the amount opposite such stockholders name on Schedule A thereto.
WHEREAS, the parties desire to set forth their understandings with regard to the Escrow Account established by this Escrow Agreement.
NOW, THEREFORE, in consideration of the premises herein, the parties hereto agree as follows:
I. Terms and Conditions
1.1. Appointment of and Acceptance by Escrow Agent. resTORbio and each of the Investors hereby appoint the Escrow Agent to serve as escrow agent for the purposes set forth herein, and the Escrow Agent hereby accepts such appointment and agrees to perform its duties as provided herein.
1.2. Establishment of Escrow. At or immediately prior to the Merger Closing, each Investor will deposit (or cause to be deposited) into the Escrow Account pursuant to the wire instructions set forth on Schedule A hereto, in immediately available funds, the amount set forth opposite such Investors respective name on Schedule 1 hereto, for a total aggregate amount of US$15,000,000.00, representing the Total Funding Amount referred to in the Funding Agreement (together with all interest and earnings thereon, and less any disbursements hereunder, the Escrow Funds).
1.3. Application of the Escrow Funds. Subject to the terms, conditions and limitations contained herein and in the Funding Agreement, the Escrow Funds shall be available to be released in accordance with the Funding Agreement and this Escrow Agreement.