Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On August 27, 2024, Omega Therapeutics, Inc. (the "Company") entered into an Amended and Restated Shared Space Arrangement (collectively, the "A&R SSAs") with each of Apriori Bio, Inc. ("Apriori"), Metaphore Biotechnologies, Inc. ("Metaphore"), and Prologue Medicines, Inc. (formerly Flagship Labs 89, Inc.) ("Prologue") and a Shared Space Arrangement (collectively, with the A&R SSAs, the "SSAs") with each of Flagship Labs 101, Inc. ("FL 101") and Flagship Labs 104, Inc. ("FL 104"), each effective as of September 1, 2024 (the "Effective Date"), pursuant to which the Company agreed to sublease an aggregate of (i) approximately 36,997 rentable square feet from the Effective Date until November 1, 2024 (the "November Effective Date"), (ii) approximately 40,001 rentable square feet from the November Effective Date until April 1, 2025 (the "April Effective Date"), and (iii) approximately 43,184 rentable square feet from the April Effective Date until August 31, 2026 (the "Termination Date"), in each case, located at 140 First Street, Cambridge, Massachusetts, 02141 (the "Premises"). The Company leases an aggregate of approximately 89,246 rentable square feet of office and laboratory space (consisting of approximately 78,380 rentable square feet for shared space arrangements) located at the Premises pursuant to its lease (the "Lease") with ARE-MA Region No. 94, LLC (the "Landlord"). Each A&R SSA amends and restates, in its entirety, the prior arrangements entered into between the Company and each of Metaphore and Prologue, dated as of August 1, 2023, Apriori, dated as of September 1, 2023 and as amended on July 1, 2024. Each of Apriori, Metaphore, Prologue, FL 101 and FL 104 is a "Licensee" under their respective SSA and an affiliate of Flagship Pioneering, a significant stockholder of the Company.

The term of each SSA is subject to amendment by the mutual agreement among the Company, the Licensee and the Landlord. Each SSA provides that the respective Licensee will pay to the Company a monthly license fee that is a proportionate share of the actual base rent, operating expenses and other costs for the use and occupancy of the subleased portion of the Premises charged by the Landlord under the Lease and paid by the Company. Such proportionate share will be (i) in the case of each of Apriori and Prologue, 12.6% from the Effective Date until the November Effective Date, 13.9% thereafter until the April Effective Date and 14.3% thereafter until the Termination Date, (ii) in the case of Metaphore, 17.5% from the Effective Date until the November Effective Date, 18.7% thereafter until the April Effective Date and 19.2% thereafter until the Termination Date, (iii) in the case of FL 101, 3.6% from January 1, 2025 until the April Effective Date and 6.4% thereafter until the Termination Date and (iv) in the case of FL 104, 1.0% from January 1, 2025 through the Termination Date. The Company may terminate any SSA and require the applicable Licensee to immediately vacate the Premises if such Licensee causes a default under the Lease, is in default of any provision in the SSA or acts in a manner deemed by the Company, in its sole discretion, as dangerous or threatening.

Each SSA contains customary covenants, obligations and indemnities in favor of either party.

The foregoing description of the SSAs is a summary and is qualified in its entirety by reference to the SSAs, which are filed herewith as Exhibits 10.1, 10.2, 10.3, 10.4. and 10.5 to this Current Report on Form 8-K, and are incorporated herein by reference.