FHTX · Foghorn Therapeutics Inc. · Debt

Source evidence: Pursuant to the terms of a certain negative pledge arrangement with Collateral Agent and the Lenders, Borrower has agreed not to encumber any of its Intellectual Property.

Target identity evidence: **THIS LOAN AND SECURITY AGREEMENT** (as the same may from time to time be amended, modified, supplemented or restated, this “**Agreement**”) dated as of November 19, 2020 (the “**Effective Date**”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“**Oxford**”), as collateral agent (in such capacity, “**Collateral Agent**”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “**Lender**” and collectively, the “**Lenders**”), and FOGHORN THERAPEUTICS INC., a Delaware corporation with offices located at 500 Technology Square, Suite 700, Cambridge, MA 02139 (“**Borrower**”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders.

Target identity evidence: **THIS LOAN AND SECURITY AGREEMENT** (as the same may from time to time be amended, modified, supplemented or restated, this “**Agreement**”) dated as of November 19, 2020 (the “**Effective Date**”) among OXFORD FINANCE LLC

Target identity evidence: FOGHORN THERAPEUTICS INC., a Delaware corporation with offices located at 500 Technology Square, Suite 700, Cambridge, MA 02139 (“**Borrower**”)

Source evidence: **8.9** **Subordinated Debt.** A default or breach occurs under any agreement between Borrower or any of its Subsidiaries and any creditor of Borrower or any of its Subsidiaries that signed a subordination, intercreditor, or other similar agreement with Collateral Agent or the Lenders, or any creditor that has signed such an agreement with Collateral Agent or the Lenders breaches any terms of such agreement;

Target identity evidence: **THIS LOAN AND SECURITY AGREEMENT** (as the same may from time to time be amended, modified, supplemented or restated, this “**Agreement**”) dated as of November 19, 2020 (the “**Effective Date**”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“**Oxford**”), as collateral agent (in such capacity, “**Collateral Agent**”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “**Lender**” and collectively, the “**Lenders**”), and FOGHORN THERAPEUTICS INC., a Delaware corporation with offices located at 500 Technology Square, Suite 700, Cambridge, MA 02139 (“**Borrower**”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders.

Target identity evidence: **THIS LOAN AND SECURITY AGREEMENT** (as the same may from time to time be amended, modified, supplemented or restated, this “**Agreement**”) dated as of November 19, 2020 (the “**Effective Date**”) among OXFORD FINANCE LLC

Target identity evidence: FOGHORN THERAPEUTICS INC., a Delaware corporation with offices located at 500 Technology Square, Suite 700, Cambridge, MA 02139 (“**Borrower**”)

Source evidence: **8.11** **Governmental Approvals.** Any Governmental Approval shall have been revoked, rescinded, suspended, modified in an adverse manner, or not renewed in the ordinary course for a full term *and* such revocation, rescission, suspension, modification or non-renewal has resulted in or could reasonably be expected to result in a Material Adverse Change; or

Target identity evidence: **THIS LOAN AND SECURITY AGREEMENT** (as the same may from time to time be amended, modified, supplemented or restated, this “**Agreement**”) dated as of November 19, 2020 (the “**Effective Date**”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“**Oxford**”), as collateral agent (in such capacity, “**Collateral Agent**”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “**Lender**” and collectively, the “**Lenders**”), and FOGHORN THERAPEUTICS INC., a Delaware corporation with offices located at 500 Technology Square, Suite 700, Cambridge, MA 02139 (“**Borrower**”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders.

Target identity evidence: **THIS LOAN AND SECURITY AGREEMENT** (as the same may from time to time be amended, modified, supplemented or restated, this “**Agreement**”) dated as of November 19, 2020 (the “**Effective Date**”) among OXFORD FINANCE LLC

Target identity evidence: FOGHORN THERAPEUTICS INC., a Delaware corporation with offices located at 500 Technology Square, Suite 700, Cambridge, MA 02139 (“**Borrower**”)

Source evidence: **8.10** **Guaranty.** (a) Any Guaranty terminates or ceases for any reason to be in full force and effect; (b) any Guarantor does not perform any obligation or covenant under any Guaranty; (c) any circumstance described in Sections 8.3, 8.4, 8.5, 8.7, or 8.8 occurs with respect to any Guarantor, or (d) the liquidation, winding up, or termination of existence of any Guarantor;

Target identity evidence: **THIS LOAN AND SECURITY AGREEMENT** (as the same may from time to time be amended, modified, supplemented or restated, this “**Agreement**”) dated as of November 19, 2020 (the “**Effective Date**”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“**Oxford**”), as collateral agent (in such capacity, “**Collateral Agent**”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “**Lender**” and collectively, the “**Lenders**”), and FOGHORN THERAPEUTICS INC., a Delaware corporation with offices located at 500 Technology Square, Suite 700, Cambridge, MA 02139 (“**Borrower**”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders.

Target identity evidence: **THIS LOAN AND SECURITY AGREEMENT** (as the same may from time to time be amended, modified, supplemented or restated, this “**Agreement**”) dated as of November 19, 2020 (the “**Effective Date**”) among OXFORD FINANCE LLC

Target identity evidence: FOGHORN THERAPEUTICS INC., a Delaware corporation with offices located at 500 Technology Square, Suite 700, Cambridge, MA 02139 (“**Borrower**”)

Source evidence: **8.12** **Lien Priority**. Any Lien created hereunder or by any other Loan Document shall at any time fail to constitute a valid and perfected Lien on any of the Collateral purported to be secured thereby, subject to no prior or equal Lien, other than Permitted Liens which are permitted to have priority in accordance with the terms of this Agreement; provided that such circumstance is not due to Collateral Agent’s failure to file an appropriate continuation financing statement, amendment financing statement or initial financing statement.

Target identity evidence: **THIS LOAN AND SECURITY AGREEMENT** (as the same may from time to time be amended, modified, supplemented or restated, this “**Agreement**”) dated as of November 19, 2020 (the “**Effective Date**”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“**Oxford**”), as collateral agent (in such capacity, “**Collateral Agent**”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “**Lender**” and collectively, the “**Lenders**”), and FOGHORN THERAPEUTICS INC., a Delaware corporation with offices located at 500 Technology Square, Suite 700, Cambridge, MA 02139 (“**Borrower**”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders.

Target identity evidence: **THIS LOAN AND SECURITY AGREEMENT** (as the same may from time to time be amended, modified, supplemented or restated, this “**Agreement**”) dated as of November 19, 2020 (the “**Effective Date**”) among OXFORD FINANCE LLC

Target identity evidence: FOGHORN THERAPEUTICS INC., a Delaware corporation with offices located at 500 Technology Square, Suite 700, Cambridge, MA 02139 (“**Borrower**”)

Source evidence: Pursuant to the terms of a certain negative pledge arrangement with Collateral Agent and the Lenders, Borrower has agreed not to encumber any of its Intellectual Property.

Target identity evidence: **THIS LOAN AND SECURITY AGREEMENT** (as the same may from time to time be amended, modified, supplemented or restated, this “**Agreement**”) dated as of November 19, 2020 (the “**Effective Date**”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“**Oxford**”), as collateral agent (in such capacity, “**Collateral Agent**”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “**Lender**” and collectively, the “**Lenders**”), and FOGHORN THERAPEUTICS INC., a Delaware corporation with offices located at 500 Technology Square, Suite 700, Cambridge, MA 02139 (“**Borrower**”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders.

Target identity evidence: **THIS LOAN AND SECURITY AGREEMENT** (as the same may from time to time be amended, modified, supplemented or restated, this “**Agreement**”) dated as of November 19, 2020 (the “**Effective Date**”) among OXFORD FINANCE LLC

Target identity evidence: FOGHORN THERAPEUTICS INC., a Delaware corporation with offices located at 500 Technology Square, Suite 700, Cambridge, MA 02139 (“**Borrower**”)

Source evidence: **8.9** **Subordinated Debt.** A default or breach occurs under any agreement between Borrower or any of its Subsidiaries and any creditor of Borrower or any of its Subsidiaries that signed a subordination, intercreditor, or other similar agreement with Collateral Agent or the Lenders, or any creditor that has signed such an agreement with Collateral Agent or the Lenders breaches any terms of such agreement;

Target identity evidence: **THIS LOAN AND SECURITY AGREEMENT** (as the same may from time to time be amended, modified, supplemented or restated, this “**Agreement**”) dated as of November 19, 2020 (the “**Effective Date**”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“**Oxford**”), as collateral agent (in such capacity, “**Collateral Agent**”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “**Lender**” and collectively, the “**Lenders**”), and FOGHORN THERAPEUTICS INC., a Delaware corporation with offices located at 500 Technology Square, Suite 700, Cambridge, MA 02139 (“**Borrower**”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders.

Target identity evidence: **THIS LOAN AND SECURITY AGREEMENT** (as the same may from time to time be amended, modified, supplemented or restated, this “**Agreement**”) dated as of November 19, 2020 (the “**Effective Date**”) among OXFORD FINANCE LLC

Target identity evidence: FOGHORN THERAPEUTICS INC., a Delaware corporation with offices located at 500 Technology Square, Suite 700, Cambridge, MA 02139 (“**Borrower**”)

Source evidence: **8.11** **Governmental Approvals.** Any Governmental Approval shall have been revoked, rescinded, suspended, modified in an adverse manner, or not renewed in the ordinary course for a full term *and* such revocation, rescission, suspension, modification or non-renewal has resulted in or could reasonably be expected to result in a Material Adverse Change; or

Target identity evidence: **THIS LOAN AND SECURITY AGREEMENT** (as the same may from time to time be amended, modified, supplemented or restated, this “**Agreement**”) dated as of November 19, 2020 (the “**Effective Date**”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“**Oxford**”), as collateral agent (in such capacity, “**Collateral Agent**”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “**Lender**” and collectively, the “**Lenders**”), and FOGHORN THERAPEUTICS INC., a Delaware corporation with offices located at 500 Technology Square, Suite 700, Cambridge, MA 02139 (“**Borrower**”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders.

Target identity evidence: **THIS LOAN AND SECURITY AGREEMENT** (as the same may from time to time be amended, modified, supplemented or restated, this “**Agreement**”) dated as of November 19, 2020 (the “**Effective Date**”) among OXFORD FINANCE LLC

Target identity evidence: FOGHORN THERAPEUTICS INC., a Delaware corporation with offices located at 500 Technology Square, Suite 700, Cambridge, MA 02139 (“**Borrower**”)

Source evidence: **8.10** **Guaranty.** (a) Any Guaranty terminates or ceases for any reason to be in full force and effect; (b) any Guarantor does not perform any obligation or covenant under any Guaranty; (c) any circumstance described in Sections 8.3, 8.4, 8.5, 8.7, or 8.8 occurs with respect to any Guarantor, or (d) the liquidation, winding up, or termination of existence of any Guarantor;

Target identity evidence: **THIS LOAN AND SECURITY AGREEMENT** (as the same may from time to time be amended, modified, supplemented or restated, this “**Agreement**”) dated as of November 19, 2020 (the “**Effective Date**”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“**Oxford**”), as collateral agent (in such capacity, “**Collateral Agent**”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “**Lender**” and collectively, the “**Lenders**”), and FOGHORN THERAPEUTICS INC., a Delaware corporation with offices located at 500 Technology Square, Suite 700, Cambridge, MA 02139 (“**Borrower**”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders.

Target identity evidence: **THIS LOAN AND SECURITY AGREEMENT** (as the same may from time to time be amended, modified, supplemented or restated, this “**Agreement**”) dated as of November 19, 2020 (the “**Effective Date**”) among OXFORD FINANCE LLC

Target identity evidence: FOGHORN THERAPEUTICS INC., a Delaware corporation with offices located at 500 Technology Square, Suite 700, Cambridge, MA 02139 (“**Borrower**”)

Source evidence: **8.12** **Lien Priority**. Any Lien created hereunder or by any other Loan Document shall at any time fail to constitute a valid and perfected Lien on any of the Collateral purported to be secured thereby, subject to no prior or equal Lien, other than Permitted Liens which are permitted to have priority in accordance with the terms of this Agreement; provided that such circumstance is not due to Collateral Agent’s failure to file an appropriate continuation financing statement, amendment financing statement or initial financing statement.

Target identity evidence: **THIS LOAN AND SECURITY AGREEMENT** (as the same may from time to time be amended, modified, supplemented or restated, this “**Agreement**”) dated as of November 19, 2020 (the “**Effective Date**”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“**Oxford**”), as collateral agent (in such capacity, “**Collateral Agent**”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “**Lender**” and collectively, the “**Lenders**”), and FOGHORN THERAPEUTICS INC., a Delaware corporation with offices located at 500 Technology Square, Suite 700, Cambridge, MA 02139 (“**Borrower**”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders.

Target identity evidence: **THIS LOAN AND SECURITY AGREEMENT** (as the same may from time to time be amended, modified, supplemented or restated, this “**Agreement**”) dated as of November 19, 2020 (the “**Effective Date**”) among OXFORD FINANCE LLC

Target identity evidence: FOGHORN THERAPEUTICS INC., a Delaware corporation with offices located at 500 Technology Square, Suite 700, Cambridge, MA 02139 (“**Borrower**”)