Amendment Contract Clauses (37,884)

Amendment. The Committee has the right to amend, alter, suspend, discontinue or cancel the Restricted Stock, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Grantee's rights under this Agreement without the Grantee's consent. 4 20. No Impact on Other Benefits. The value of the Grantee's Restricted Stock is not part of his normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

Amendment. This Agreement may only be amended pursuant to a written agreement executed by the parties.

Amendment. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the Holder's rights with respect to the Option without the Holder's consent and the Holder's consent shall not be required to an amendment that is deemed necessary by the Company to ensure compliance with Section 10D of the Exchange Act.

Amendment. Any amendment to the Plan is deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment may impair the rights of the Grantee with respect to the Restricted Shares unless agreed to by the Grantee and the Company, which agreement must be in writing and signed by the Grantee and the Company.

Amendment. (a) The Base Supplemental Confirmation is hereby amended by replacing the number "154,863" opposite the caption "Number of Units" with the number "121,638". (b) The Base Supplemental Confirmation is hereby amended by replacing the number "170,137" opposite the caption "Number of Designated Repurchase Units" with the number "203,362". (c) The Base Supplemental Confirmation is hereby amended by replacing the word "and" immediately preceding clause (iv) in the text opposite the caption "Excluded... Repayment Event(s)" with a ",", deleting the "." at the end of such text and adding the following to the end of such text: ", (v) $20,150,000 aggregate principal amount of Convertible Notes with Counterparty by the holder thereof for 238,977 Shares and approximately USD2.0 million of cash on May 13, 2014 (or such other date agreed by Counterparty and such holder) pursuant to a Note Exchange Agreement dated as of May 12, 2014 between Counterparty and such holder and (vi) $13,075,000 aggregate principal amount of Convertible Notes with Counterparty by the holder thereof for 155,068 Shares and approximately USD1.3 million of cash on May 13, 2014 (or such other date agreed by Counterparty and such holder) pursuant to a Note Exchange Agreement dated as of May 12, 2014 between Counterparty and such holder." 3. Continuing Effect. All of the terms and provisions of the Master Confirmation and Supplemental Confirmations shall remain and continue in full force and effect and are hereby confirmed in all respects. View More

Amendment. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

Amendment. a. Section 8.6.1 is hereby deleted in its entirety and replaced with the following: Development Supply Agreement. Unless otherwise agreed by the Parties, no later than (a) June 30, 2021, with regards to the Lead Product, and (b) no later than nine months following the effective date of exercise of the Option with regards to every other Licensed Product to which this Article 8 (Manufacturing and Supply) applies in accordance with Section 8.1, (or such other time as agreed by each Party), the... Parties will negotiate in good faith and enter into a supply agreement on reasonable and customary terms for the supply of such Licensed Product by Sarepta to Roche in the Roche Territory at the Supply Price (the "Development Supply Agreement"), and a related quality agreement, which agreements will govern the terms and conditions of the Manufacturing of such Licensed Product for Development Purposes. The Parties may choose to combine into a single agreement the Development Supply Agreement and the Commercial Supply Agreement for a Licensed Product. b. Section 8.6.2 is hereby deleted in its entirety and replaced with the following: Commercial Supply Agreement. Unless otherwise agreed by the Parties, no later than (a) June 30, 2021, with regards to the Lead Product, and (b) no later than 12 months following the effective date of the Option Exercise with regards to every other Licensed Product to which this Article 8 (Manufacturing and Supply) applies in accordance with Section 8.1, (or such other time as agreed by each Party), the Parties will negotiate in good faith and enter into a commercial supply agreement on reasonable and customary terms for the commercial-grade supply of such Licensed Product by Sarepta to Roche in the Roche Territory at the Supply Price (the "Commercial Supply Agreement" and together with 1 the Development Supply Agreement, the "Supply Agreements"), and a related quality agreement, which agreements will govern the terms and conditions of the Manufacturing and supply of such Licensed Product for Commercialization purposes. As noted above, the Parties may choose to combine into a single agreement the Development Supply Agreement and the Commercial Supply Agreement for a Licensed Product. View More

Amendment. The first sentence of Section 3(a) of the Agreement is hereby amended by replacing "$190,000" with "$290,000" having previously been amended on July 1, 2020 from "$90,000 to "$190,000".

Amendment. This Guaranty may be amended or modified only in writing signed by Bank and Guarantor.

Amendment. No provision of this letter agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and an authorized officer of the Company designated by the Board of Directors of the Company (other than you). No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this letter agreement to be performed by such other party shall be deemed a waiver of... similar or dissimilar provisions or conditions at the same or at any prior or subsequent time 5. Counterparts. This letter agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall be deemed to constitute one and the same instrument. An executed signature page of this letter agreement delivered by facsimile transmission (with transmission confirmed) or in .pdf format via e-mail shall be as effective as an original executed signature page. 2 Please accept all of the terms as set forth herein by signing and returning this letter agreement. Sincerely, IMARA INC. By: /s/ Rahul D. Ballal, Ph.D. Name: Rahul D. Ballal, Ph.D. Title: President and CEO AGREED: By: /s/ Michael P. Gray Name: Michael P. Gray 3 Exhibit A Applicable Stock Options Grant Date Plan/Type Granted Shares Exercise Price 05/16/2019 2016/ISO 81,300 $4.92 05/16/2019 2016/NQ 143,009 $4.92 05/16/2019 2016/NQ 35,676 $4.92 05/16/2019 2016/ISO 2,379 $4.92 01/28/2022 2020/NQ 27,049 $1.38 01/28/2022 2020/ISO 12,301 $1.38 4 EX-10.4 5 imra-ex104_405.htm EX-10.4 imra-ex104_405.htm Exhibit 10.4 IMARA Inc. 116 Huntington Avenue, 6th Floor Boston, MA 02116 USA [email protected] +1 617 202-2020 www.imaratx.com May 5, 2022 Michael P. Gray Dear Mike, You are a key member of the senior management team of Imara Inc. (the "Company"). As a result, subject to the terms and conditions of this letter agreement, you will be eligible for the following retention benefits should you remain employed by the Company through the specified milestones set forth herein. View More