Attached files
file | filename |
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EX-32.2 - EX-32.2 - Spero Therapeutics, Inc. | spro-ex322_9.htm |
EX-32.1 - EX-32.1 - Spero Therapeutics, Inc. | spro-ex321_7.htm |
EX-31.2 - EX-31.2 - Spero Therapeutics, Inc. | spro-ex312_8.htm |
EX-31.1 - EX-31.1 - Spero Therapeutics, Inc. | spro-ex311_6.htm |
10-Q - 10-Q - Spero Therapeutics, Inc. | spro-10q_20200331.htm |
Exhibit 10.1
This Consulting Agreement (the “Agreement”) is entered into on November 4, 2019, by and between Spero Therapeutics, Inc., a Delaware corporation, with its principal place of business being 675 Massachusetts Ave, Cambridge, MA 02139 (the “Company”), and Danforth Advisors, LLC, a Massachusetts limited liability corporation, with its principal place of business being 91 Middle Road, Southborough, MA 01772 (“Danforth”). The Company and Danforth are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”
WHEREAS, the Company possesses know-how and proprietary technology related to identifying, developing and commercializing novel treatments for multi-drug resistant (MDR) bacterial infections;
WHEREAS, Danforth has expertise in financial and corporate operations and strategy;
WHEREAS, Danforth is currently providing consulting services to the Company, and the Company desires to expand the scope of such services following the departure of the Company’s Chief Financial Officer to include the Consultant (as defined in Exhibit A) serving as the Company’s Interim Chief Financial Officer, principal financial officer and principal accounting officer; and
WHEREAS, Danforth desires to serve as an independent consultant for the purpose of providing the Company with certain strategic and financial advice and support services, as more fully described in Exhibit A attached hereto, (the "Services"); and
WHEREAS, the Company wishes to engage Danforth on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which are hereby acknowledged, the Parties agree and covenant as follows.
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All Danforth invoices and billing matters should be addressed to:
Company Accounts Payable Contact: invoices@sperotherapeutics.coupahost.com
All Company payments and billing inquiries should be addressed to:
Danforth Accounting: |
Betsy Sherr |
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bsherr@danforthadvisors.com |
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(508) 277-0031 |
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Danforth Advisors |
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PO Box 335 |
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Southborough, MA 01772 |
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4. |
Time Commitment. Danforth will devote such time to perform the Services under this Agreement as may reasonably be required by the Company. |
5. |
Place of Performance. Danforth will perform the Services at such locations upon which the Company and Danforth may mutually agree. Danforth will not, without the prior written consent of the Company, perform any of the Services at any facility or in any manner that might give anyone other than the Company any rights to or allow for disclosure of any Confidential Information (as defined below). |
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6. |
Compliance with Policies and Guidelines. Danforth will perform the Services in accordance with all rules or policies adopted by the Company that the Company discloses in writing to Danforth. |
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9. |
Non Solicitation. All personnel representing Danforth are employees or contracted agents of Danforth. Accordingly, they are not retainable as employees or contractors by the Company and the Company hereby agrees not to solicit, hire or retain their services for so long as they are employees or contracted agents of Danforth and for one (1) year thereafter. Should the Company violate this restriction, it agrees to pay Danforth liquidated damages equal to thirty percent (30%) of the employee’s starting annual base salary for each Danforth contracted agent hired by the Company in violation of this Agreement, plus Danforth’s reasonable attorneys’ fees and costs incurred in enforcing this agreement should the Company fail or refuse to pay the liquidated damages amount in full within thirty (30) days following its violation. |
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No Implied Warranty. Except for any express warranties stated herein, the Services are provided on an "as is" basis, and the Company disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Services or any part thereof. Further, in performing the Services Danforth is not engaged to disclose illegal acts, including fraud or defalcations, which may have taken place. The foregoing notwithstanding, Danforth will promptly notify the Company if Danforth becomes aware of any such illegal acts during the performance of the Services. Because the Services do not constitute an examination in accordance with standards established by the American Institute of Certified Public Accountants (the “AICPA”), Danforth is precluded from expressing an opinion as to whether financial statements provided by the Company are in conformity with generally accepted accounting principles or any other standards or guidelines promulgated by the AICPA, or whether the underlying financial and other data provide a reasonable basis for the statements. |
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13. |
Independent Contractor; No Conflict. Danforth is not, nor shall Danforth be deemed to be at any time during the term of this Agreement, an employee of the Company, and therefore Danforth shall not be entitled to any benefits provided by the Company to its employees, if applicable. Danforth’s status and relationship with the Company shall be that of an independent contractor and consultant. Danforth shall not state or imply, directly or indirectly, that Danforth is empowered to bind the Company without the Company's prior written consent. Nothing herein shall create, expressly or by implication, a partnership, joint venture or other association between the parties. Danforth will be solely responsible for payment of all federal, state and local taxes and contributions imposed or required on income, and for all unemployment insurance, social security contributions and other charges and taxes arising from this Agreement and the use of any of Danforth’s employees or subcontractors to perform services under this Agreement. Danforth hereby represents and warrants that (i) Danforth has no commitments or obligations inconsistent or conflicting with this Agreement; and (ii) the performance by Danforth of the Services within the Field of Interest do not as of the Effective Date and shall not at any time terming the Term conflict with, breach or violate any covenants or agreements regarding, or otherwise overlap, any field in which Danforth is currently otherwise performing services to any third party. |
If to the Company:
Name: |
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Title: |
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CEO |
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Address: |
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675 Mass Ave, Cambridge, MA 02139 |
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Phone: |
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(857) 242-1600 |
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E-mail: |
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ankit@sperotherapeutics.com |
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CC: |
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Attention: Legal Department |
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If to Danforth:
Name: |
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Gregg Beloff |
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Title: |
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Managing Director |
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Address: |
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91 Middle Road |
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Southborough, MA 01772 |
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Phone: |
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(617) 686-7679 |
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E-mail: |
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gbeloff@danforthadvisors.com |
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Debarment. Danforth represents and warrants that it has not been nor is currently: (1) debarred by the United States Food and Drug Administration (“FDA”), or subject to any similar sanction of the European Medicines Agency (“EMA”) or other applicable authority, or (2) the subject of an FDA investigation or proceeding of debarment, or the subject of any similar investigation or proceeding by the EMA or other applicable authority. Further, Danforth hereby represents and warrants that it shall not employ or use any individual or entity that has been or is currently so debarred or subject to such investigation or proceeding of debarment in performing the Services. Danforth will immediately notify Company if it, or any individual or entity it employs in performing the Services becomes debarred or subject to an investigating or proceeding of debarment. |
19. |
Headings. The Section headings are intended for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. |
21. |
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, excluding choice of law principles. The Parties agree that any action or proceeding arising out of or related in any way to this Agreement shall be brought solely in a Federal or State court of competent jurisdiction sitting in the Commonwealth of Massachusetts. |
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Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one agreement. |
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If you are in agreement with the foregoing, please sign where indicated below, whereupon this Agreement shall become effective as of the Effective Date.
DANFORTH ADVISORS, LLC |
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SPERO THERAPEUTICS, INC. |
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By: |
/s/ Stephen DiPalma |
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By: |
/s/ Ankit Mahadevia |
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Print Name: |
Stephen DiPalma |
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Print Name: |
Ankit Mahadevia |
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Title: |
Managing Director |
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Title: |
CEO |
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Date: |
November 4, 2019 |
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Date: |
November 4, 2019 |
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EXHIBIT A
Description of Services and Schedule of Fees
Danforth will perform mutually agreed to finance and accounting functions (the “Services”) which are necessary to support the management and operations of the Company, certain of which are set forth below.
Senior Advisor/Interim CFO Services
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Function as the Company’s interim CFO, addressing those activities normally associated with the CFO position, including with limitation: |
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Oversee the Company’s finance and accounting functions |
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Participate in financing activities, including capital raises, as requested |
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Participate in longer-term strategic planning process, as requested, including financial support for business development and licensing opportunities |
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Board, Audit, Compensation, and Corporate Governance committee meeting preparation, support and attendance |
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Compliance with SEC filing and other regulatory requirements; Manage related systems; Preparation and review of periodic SEC filings |
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Certification of SEC filings as principal financial officer and principal accounting officer |
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Leadership in investor relations activities (including participation in earnings calls, press releases, meetings with the investor community, maintaining banking relationships)Stock option plan management |
Interim CFO Services – Stephen DiPalma (“Consultant”) - $400/hr.
The Company will reimburse Consultant for daily parking expenses. Consultant shall obtain advance authorization from the Company’s CEO for any other travel for which Consultant intends to seek reimbursement.
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