STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this Agreement) is made and entered into as of February 12, 2021 (the Effective Date), by and between Adicet Bio, Inc., a Delaware corporation (the Company), and the purchasers listed on Schedule A hereto (each a Purchaser and, collectively, the Purchasers).
WHEREAS, the Company and certain of the Purchasers are parties to that certain Funding Agreement, dated April 28, 2020 (the Funding Agreement) and a related Escrow Agreement, dated September 15, 2020 (Escrow Agreement), by and among PNC, National Association, a national banking association (the Escrow Agent);
WHEREAS, the Company and certain of the Purchasers are parties to that certain Non-Escrow Funding Agreement, dated April 28, 2020 (the Non-Escrow Funding Agreement);
WHEREAS, the Company has entered into that certain Underwriting Agreement, dated as of February 10, 2021, by and among the Company and Guggenheim Securities, LLC, providing for the sale of 10,575,513 shares of the Companys common stock, par value $0.0001 per share (the Common Stock), at a price per share of $13.00, resulting in gross proceeds to the Company of $137.5 million (the Offering) pursuant to an effective registration statement on Form S-3 (File No. 333-229499) (the Registration Statement) and prospectus supplement filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) on February 11, 2021 (the Final Prospectus) under the Securities Act of 1933, as amended (the Securities Act), which constitutes a Qualified Financing (as defined in the Funding Agreement);
WHEREAS, pursuant to the Funding Agreement and Non-Escrow Funding Agreement, the Company and Purchasers desire to enter into this Agreement, pursuant to which the Purchasers agree to purchase shares of Common Stock in a private placement that would close concurrently with the Offering as described herein;
WHEREAS, at the Initial Closing (as defined below), the Company and the Purchasers party to the Funding Agreement (the Escrow Purchasers) shall, pursuant to the Escrow Agreement, instruct the Escrow Agent to release the Escrow Funds (as defined in the Escrow Agreement) to the Company in accordance with the terms of this Agreement, the Escrow Agreement and the Funding Agreement; and
WHEREAS, at the Additional Closing, the Purchasers party to the Non-Escrow Funding Agreement (the Non-Escrow Purchasers) shall, in accordance with the terms of the Non-Escrow Funding Agreement, fund, by wire transfer of immediately available funds to the Company the amount set forth opposite such Purchasers name on Schedule A hereto.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations, warranties, and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. STOCK PURCHASE REQUIREMENT. Upon the closing of the Offering, and pursuant to the Funding Agreement and Non-Escrow Funding Agreement, each Purchaser shall purchase, subject to the terms and conditions set forth in this Agreement, in a concurrent private placement exempt from the registration requirements of the Securities Act, that number of shares, rounded down to avoid fractional shares (the Shares), determined by dividing the amount set forth opposite each Purchasers name in Schedule A (the Purchase Price) by the price per share at which the Common Stock is sold to the public in the Offering, as set forth on the cover page of the Final Prospectus, and such purchase will occur concurrently with, but conditioned upon, the closing of the Offering (the Initial Closing). Notwithstanding the foregoing, after the Initial Closing, the Company may sell, on the same terms and conditions as those contained in this Agreement, any remaining Shares not purchased at the Initial Closing to one or more Non-Escrow Purchasers (the Additional Closing; each of the Initial Closing and the Additional Closing are referred to herein as a Closing). In the event there is more than one purchase and sale of the Shares pursuant to this Section 1, the term Closing shall apply to each such purchase and sale unless otherwise specified.