Exhibit 10.1


 





STOCK PURCHASE AGREEMENT


 


This stock purchase agreement (this “Agreement”)
is made as of August 19, 2019, by and among Selecta Biosciences, Inc., a Delaware corporation (the “Company”),
and the individuals identified on the signature pages hereto (each an “Investor” and collectively, the
“Investors”).


 


Recitals


 


A.               
The Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities
registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”),
and/or Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange
Commission (the “SEC”) under the Securities Act; and


 


B.                
The Investors wish to purchase from the Company, and the Company wishes to issue and sell to the Investors, upon the terms
and subject to the conditions stated in this Agreement, shares of the Company’s Common Stock, par value $0.0001 per share
(the “Common Stock”).


 


In consideration of the mutual promises
made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:


 


1.                 
Subscription and Closing.


 


(a)              
On the Closing Date (as defined below), upon the terms and subject to the conditions set forth herein, the Company
will issue and sell to each of the Investors, and each of the Investors, severally and not jointly, will purchase from the Company,
the number of Shares set forth on such Investor’s signature page at a purchase price of $1.81 per Share. The shares of Common
Stock to be purchased by the Investors hereunder are referred to herein as the “Shares”.


 


(b)              
The completion of the purchase and sale of the Shares contemplated hereby (the “Closing”)
shall take place remotely via the exchange of documents and signatures at 10:00 a.m., Eastern Time, on August 20, 2019, or
at such other time as the Company and the Investors shall agree (the “Closing Date”). At the Closing:
(i) the Company shall deliver or cause to be delivered to each Investor the number of Shares, registered in book-entry
form in the name of such Investor, purchased by such Investor hereunder, and (ii) each Investor shall cause the purchase
price for the Shares purchased by such Investor hereunder to be delivered to the Company by wire transfer of immediately available
funds pursuant to the wire instructions delivered provided by the Company.


 


2.                 
Representations and Warranties of the Company. The Company represents and warrants to each Investor
that:


 


(a)              
The Company has the requisite right, power and authority to enter into this Agreement, to authorize, issue and sell
the Shares as contemplated by this Agreement and to perform and to discharge its obligations hereunder; and this Agreement has
been duly authorized, executed and delivered by the Company.


 






     


     


    

 


(b)              
The Shares to be issued and sold by the Company to the Investors under this Agreement have been duly authorized and
the Shares, when issued and delivered against payment therefor as provided in this Agreement, will be validly issued, fully paid
and non-assessable.


 


3.                 
Representations, Warranties and Covenants of the Investors. Each Investor acknowledges and, represents
and warrants to, and agrees with, the Company that:


 


(a)              
Such Investor acknowledges its understanding and agreement that the Shares are characterized as “restricted
securities” under the U.S. federal securities laws inasmuch as they are being offered in a transaction not involving any
public offering within the Unites States within the meaning of the Securities Act, that the Shares have not been registered under
the Securities Act or the securities laws of any jurisdiction and, unless so registered, may not be sold except as exempt from
registration under the Securities Act.


 


(b)              
Such Investor acknowledges its understanding that the offering and sale of the Shares is intended to be exempt from
registration under the Securities Act and that the Company is relying on the Investors’ representations and warranties in
connection with such exemption.


 


(c)              
At the time such Investor was offered the Shares, it was and, as of the date hereof, such Investor is an “accredited
investor” as defined in Rule 501(a) under the Securities Act (and has executed and delivered to the Company its Investor
Questionnaire, which the Investor represents and warrants is true, correct and complete) and has a substantive, pre-existing relationship
with the Company and the management of the Company.


 


(d)              
Such Investor is acquiring the Shares solely for such Investor’s own beneficial account (and not for the account
of others), for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Shares
in violation of the Securities Act, and such Investor has no present intention of selling, granting any participation in, or otherwise
distributing the same in violation of the Securities Act without prejudice, however, to such Investor’s right at all times
to sell or otherwise dispose of all or any part of such Shares in compliance with applicable federal and state securities laws.


 


(e)              
Such Investor acknowledges that it can bear the economic risk and complete loss of its investment in the Shares and
has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the
investment contemplated hereby.


 


(f)               
Such Investor understands and agrees that certificates or book-entry notations for the Shares shall bear or reflect,
as applicable, a legend substantially similar to the following:


 


“THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS
(I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY
BE SOLD PURSUANT TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER
MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES ARE SUBJECT TO TRANSFER
AND OTHER RESTRICTIONS SET FORTH IN A STOCK PURCHASE AGREEMENT, DATED AUGUST 19, 2019, COPIES OF WHICH ARE ON FILE WITH THE COMPANY.”


 






    2


     


    

 


(g)              
Such Investor did not learn of the investment in the Shares as a result of any general solicitation or general advertising.


 


(h)              
No Person (as defined below) will have, as a result of the transactions contemplated by this Agreement, any valid
right, interest or claim against or upon the Company or such Investor for any commission, fee or other compensation pursuant to
any agreement, arrangement or understanding entered into by or on behalf of such Investor. For the purposes of this Agreement,
“Person” means an individual, corporation, partnership, limited liability company, trust, business trust,
association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any
other form of entity not specifically listed herein.


 


(i)                
Such Investor covenants that neither it nor any Affiliate (as defined below) acting on its behalf or pursuant to
any understanding with it will execute any short sales during the period from the date hereof until the earlier of such time as
(i) after the transactions contemplated by this Agreement are first publicly announced or (ii) this Agreement is terminated in
full. Such Investor covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by
the Company, such Investor will maintain the confidentiality of all disclosures made to it in connection with this transaction
(including the existence and terms of this transaction). For the purposes of this Agreement, “Affiliate”
means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is
controlled by, or is under common Control with, such Person, and “Control” (including the terms “controlling”,
“controlled by” or “under common control with”) means the possession, direct or indirect, of the power
to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities,
by contract or otherwise.


 


(j)                
Such Investor has not taken any of the actions set forth in, and is not subject to, the disqualification provisions
of Rule 506(d)(1) of the Securities Act.


 


4.                 
Conditions to Obligations of the Investors. The obligation of each Investor to purchase Shares at the
Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following
conditions, any of which may be waived by such Investor:


 






    3


     


    

 


(a)              
The representations and warranties made by the Company in Section 2 hereof shall be true and correct in all
material respects.


 


(b)              
The Company shall have performed in all material respects all obligations and covenants herein required to be performed
by it on or prior to the Closing Date.


 


(c)              
All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United
States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement
shall be obtained and effective as of the Closing.


 


5.                 
Conditions to Obligations of the Company. The Company’s obligation to sell and issue Shares at
the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions,
any of which may be waived by the Company:


 


(a)              
The representations and warranties made by the Investors in Section 3 hereof shall be true and correct in all
material respects.


 


(b)              
The Investors shall have performed in all material respects all obligations and covenants herein required to be performed
by the Investors on or prior to the Closing Date.


 


(c)              
All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United
States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement
shall be obtained and effective as of the Closing.


 


6.                 
Miscellaneous.


 


(a)              
Successors and Assigns. This Agreement may not be assigned by the Company without the prior written consent
of each of the Investors. This Agreement may not be assigned by any Investor without the prior written consent of the Company.
The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns
of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto
or their respective permitted successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.


 


(b)              
Entire Agreement; Modifications. Except as otherwise provided herein, this Agreement constitutes the entire
understanding and agreement between the parties with respect to its subject matter and there are no agreements or understandings
with respect to the subject matter hereof which are not contained in this Agreement. This Agreement may be modified or terminated
only in writing signed by the Company and each of the Investors.


 


(c)              
Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument and shall become effective when counterparts have been signed by each party and delivered
to the other parties hereto, it being understood that all parties need not sign the same counterpart. Execution may be made by
delivery of a facsimile or PDF.


 






    4


     


    

 


(d)              
Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any controversy arising out
of or relating to this Agreement shall be governed by, and construed in accordance with, the internal laws of the Commonwealth
of Massachusetts, without regard to the choice of law principles that would result in the application of any law other than the
law of the Commonwealth of Massachusetts. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts
of the Commonwealth of Massachusetts located in Suffolk County and the United States District Court for the District of Massachusetts
for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated
hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in
the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably
consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court.
Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such
courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in
an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT
TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 


[Signature pages follow]


 




    5


     


    

 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first written above.


 


	 	SELECTA BIOSCIENCES, INC.
	 	 
	 	 
	 	By:	/s/ Omid Farokhzad, M.D.
	 	Name:	Omid Farokhzad, M.D.
	 	Title: 	Chairman of the Board of Directors


 






    


     


    

 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first written above.


 


	 	INVESTOR:	 
	 	 	 
	 	 	 
	 	/s/ Carsten Brunn, Ph.D.	 
	 	Name: Carsten Brunn, Ph.D.	 










   


	Number of Shares:	 41,436	 
	 	 	 
	Subscription Amount:	 $74,999.16	 
	 	 	 
	Taxpayer Identification Number:	 [***]	 




 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first written above.


 


	 	INVESTOR:	 
	 	 	 
	 	 	 
	 	/s/
    Takashi Kei Kishimoto	 
	 	Name: Takashi Kei Kishimoto	 




 


	Number of Shares:	50,000	 
	 	 	 
	Subscription Amount:	$90,500	 
	 	 	 
	Taxpayer Identification Number:	[***]	 




 



     


     


    







 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first written above.


 


	 	INVESTOR:	 
	 	 	 
	 	 	 
	 	/s/ Elona Kogan	 
	 	Name: Elona Kogan	 




 


	Number of Shares:	82,872	 
	 	 	 
	Subscription Amount:	$149,998.32	 
	 	 	 
	Taxpayer Identification Number:	[***]	 




 



     


     


    




 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first written above.


 


	 	INVESTOR:	 
	 	 	 
	 	 	 
	 	/s/ Patrick Zenner	 
	 	Name: Patrick Zenner	 




 


	Number of Shares: 	55,248	 
	 	 	 
	Subscription Amount: 	$99,998.88	 
	 	 	 
	Taxpayer Identification Number:	[***]	 




 



     


     


    




 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first written above.


 


	 	INVESTOR:	 
	 	 	 
	 	 	 
	 	TAS Partners, LLC	 
	 	 	 
	 	 	 
	By:  	/s/ Timothy A. Springer	 
	 	Name: Timothy A. Springer	 
	 	Title: Manager	 



 


	Number of Shares:	1,100,000	 
	 	 	 
	Subscription Amount:	$1,991,000	 
	 	 	 
	Taxpayer Identification Number: 	[***]	 




 



     


     


    




 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first written above.


 


	 	INVESTOR:	 
	 	 	 
	 	 	 
	 	/s/ Timothy A. Springer	 
	 	Name: Timothy A. Springer	 



 


	Number of Shares: 	1,600,000	 
	 	 	 
	Subscription Amount:	$2,896,000	 
	 	 	 
	Taxpayer Identification Number:	[***]	 




 






     


     


    




 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first written above.


 


	 	INVESTOR:	 
	 	 	 
	 	 	 
	 	Eiger Trust	 
	 	 	 
	 	 	 
	By:  	/s/ Jonathan Nicholson	 
	 	Name: Jonathan Nicholson	 
	 	Title: Manager	 



 


	Number of Shares:	165,746	 
	 	 	 
	Subscription Amount:	$300,000.26	 
	 	 	 
	Taxpayer Identification Number:	[***]	 




 



     


     


    




 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first written above.


 


	 	INVESTOR:	 
	 	 	 
	 	 	 
	 	/s/ Stephen Smolinski	 
	 	Name: Stephen Smolinski	 



 


	Number of Shares:	13,812	 
	 	 	 
	Subscription Amount:	$24,999.72	 
	 	 	 
	Taxpayer Identification Number: 	[***]	 




 



     


     


    







 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first written above.


 


	 	INVESTOR:	 
	 	 	 
	 	 	 
	 	/s/ Scott D. Myers	 
	 	Name: Scott D. Myers	 



 


	Number of Shares:	41,436	 
	 	 	 
	Subscription Amount: 	$74,999.16	 
	 	 	 
	Taxpayer Identification Number:	[***]	 




 



     


     


    




 





IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first written above.


 


	 	INVESTOR:	 
	 	 	 
	 	 	 
	 	/s/ Horacio Plotkin	 
	 	Name: Horacio Plotkin	 



 


	Number of Shares: 	27,624	 
	 	 	 
	Subscription Amount:	$49,999.44	 
	 	 	 
	Taxpayer Identification Number:	[***]