Exhibit 10.8
MASTER SERVICES AGREEMENT
This Master Services Agreement is entered into and effective as of April 25, 2024 ("Effective Date") between Velocity Global, LLC, a Colorado limited liability company, located at 1701 Platte Street, Suite 210, Denver, CO 80202 ("Velocity Global"), and Fractyl Health, Inc. ("Client"), located at 3 Van de Graaff Drive, Suite 200, Burlington, Massachusetts, United States, 01803. Velocity Global and Client may be hereinafter collectively referred to as the "Parties" and individually as a "Party."
Velocity Global email address for notices: Contracts@velocityglobal.com
Client email address for notices: lisa@fractyl.com and contracts@fractyl.com
IN WITNESS WHEREOF, each Party has caused this Agreement to be duly executed effective as of the Effective Date.
| Velocity Global |
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| Fractyl Health, Inc. |
| /s/ Jeff Woolard |
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| /s/ Sarah Toomey |
Signatory: | Jeff Woolard |
| Signatory: | Sarah Toomey |
Email of Signatory: | jeffwoolward@velocityglobal.com |
| Email of Signatory: | stoomey@fractyl.com |
Timestamp: | 4/25/2024 |
| Timestamp: | 4/25/2024 |
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Exhibit 1 - Data Processing Addendum
[omitted]
ANNEX I
A. LIST OF PARTIES
[omitted]
B. DESCRIPTION OF THE TRANSFER
[omitted]
C. COMPETENT SUPERVISORY AUTHORITY
[omitted]
ANNEX II
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
[omitted]
Annex III
VELOCITY GLOBAL CURRENT SUBPROCESSORS
[omitted]
Annex IV - UK Addendum
This International Data Transfer Addendum to the EU Commission Standard Contractual Clauses, Version B1.0, in force 21 March 2022 (the "Addendum") has been issued by the Information Commissioner for Parties making Restricted Transfers. The Information Commissioner considers that it provides Appropriate Safeguards for Restricted Transfers when it is entered into as a legally binding contract. No revisions have been made to the language of this Addendum.
[omitted]
Exhibit to Master Services Agreement - Statement of Work
[omitted]
AMENDMENT TO MASTER SERVICES AGREEMENT
This Amendment to Master Services Agreement (this “Amendment”) is effective as of 2024-04-25 (“Effective Date”) and is by and between Velocity Global, LLC (“Velocity Global”) and Fractyl Health, Inc. (“Client”). Velocity Global and Client may be hereinafter collectively referred to as the “Parties” and individually as a “Party.” Capitalized terms not defined in this Amendment have the meanings given to those terms in the Master Services Agreement between Velocity Global and Client effective as of 2024-04-2025, as amended (if applicable) (the “Agreement”). The Parties hereby agree as follows:
WHEREAS, Velocity Global and Client have entered into certain Statements of Work under the Agreement for the provision of Velocity Global’s services to Client (“SOWs”); and
WHEREAS, the Parties desire to amend certain terms in the SOWs relating to equity-based compensation, as more fully set forth below.
NOW, THEREFORE, for good and valuable consideration, and intending to be legally bound hereby, the Parties hereby agree to the following:
1. “Payment and Processing” clause set forth in each of the SOWs is hereby replaced with the following:
“Payment and Processing. Velocity Global will provide timely payment and processing of the PEO Employee(s)’/Supported Worker(s)’ compensation as necessary under Applicable Laws. Except to the extent set forth in the “Equity-Based Compensation” clause below or as otherwise agreed to by the Parties in writing, the Services do not include the granting, reporting or payment of any non-standard compensation such as equity or in-kind compensation.
Equity-Based Compensation. “Equity-Based Compensation” or “EBC” means any form of compensation based on the value of Client’s equity or stock, including without limitation, stock options, stock appreciation rights, restricted stock units, performance stock units, phantom equity units, etc. Employee stock purchase plans (“ESPPs”) are not supported as part of Velocity Global’s employer of record services and Client shall not grant the right to participate in any ESPPs to any Supported Workers. If the applicable PEO Employee/Supported Worker is or will be employed by a third-party partner of Velocity Global in the relevant jurisdiction (“In-Country Partner” or “ICP”), Client shall not grant or pay any EBC to any such PEO Employees/Supported Workers without Velocity Global’s prior written consent, which may be withheld at Velocity Global’s sole discretion. If the applicable PEO Employee/Supported Worker is or will be employed in a jurisdiction that is on the list of viable EBC jurisdictions provided by Velocity Global to Client (and which may be updated by Velocity Global from time to time), Client must give Velocity Global prior written notice of its intent to grant or pay EBC to any such PEO Employees/Supported Workers. Upon Velocity Global’s receipt of notice from Client, Velocity Global will advise Client, based on the relevant jurisdiction, whether Client may grant or pay the applicable PEO Employee/Supported Worker EBC, and, if so, the terms on which such EBC can be granted or paid. Client shall provide Velocity Global all documents and other information needed for Velocity Global to comply with any withholding or reporting obligations in connection with Client’s grant or payment of EBC to any PEO Employee/Supported Worker promptly upon Velocity Global’s request. The Parties acknowledge that all grants and payments of EBC to any PEO Employee/Supported Worker must be made in accordance with the terms of Client’s corresponding EBC plan documents (“EBC Plan”). Client acknowledges that granting or paying EBC to any PEO Employee/Supported Worker may increase its risk of creating a co-employment relationship with the PEO Employee/Supported Worker and Client agrees that Velocity Global’s consent for Client to grant or pay EBC to any PEO Employee/Supported Worker does not constitute advice or representation with respect to co-employment or permanent establishment. Client shall indemnify, defend and hold Velocity Global and its officers, directors, employees, and agents harmless from any claim, loss, expense or other liability (including but not limited to reasonable attorney’s fees) arising out of or relating to (a) Client’s breach of this Equity-Based Compensation clause, or (b) any deficiencies in Client’s EBC Plan, including but not limited to noncompliance with any applicable tax laws and regulations such as Section 409A of the
United States Internal Revenue Code. Any such indemnification obligations are excluded from the limitations of liability set forth in the Agreement.
2. The following pricing terms are hereby added to the “Velocity Global Fees” table set forth in the SOWs:
“Equity-Based Compensation Services:
Award payroll processing: [omitted]. Fee will be triggered after there has been a Distribution Event and the equity amount has been processed via payroll. “Distribution Event” occurs when there is no substantial risk of forfeiture and shares (or cash equivalent) have been delivered to the participant (i.e., typically at exercise for stock options and at vest for RSUs).
Supplemental compliance reporting/filing of award: [omitted]. Fee will be triggered upon completion of the required reporting/filing. Requirements per country vary but typically, where supplemental compliance reporting is required, the reporting obligation occurs in the year after there has been a Distribution Event (i.e., typically at exercise for stock options and at vest for RSUs).
Registration of Client’s EBC Plan (as defined in the “Equity-Based Compensation” clause) in-country: [omitted].
Equity-Based Compensation Services are optional add-ons if Client grants Equity-Based Compensation (as defined in the “Equity-Based Compensation” clause) to any PEO Employee/Supported Worker in accordance with the “Equity-Based Compensation” clause. Equity-Based Compensation Services are offered in select countries only and Velocity Global will advise Client in which countries it can offer Equity-Based Compensation Services upon request. The fees for Equity-Based Compensation Services set forth above are subject to change upon notice to Client.”
3. This Amendment is governed by the terms and conditions of the Agreement. If there is any conflict between the Agreement, the SOWs and this Amendment, this Amendment prevails. Except as expressly modified herein, all terms and conditions of the Agreement and the SOWs remain in full force and effect.
IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute this Amendment effective as of the Effective Date.
| Velocity Global |
|
| Fractyl Health, Inc. |
| /s/ Jeff Woolard |
|
| /s/ Sarah Toomey |
Signatory: | Jeff Woolard |
| Signatory: | Sarah Toomey |
Email of Signatory: | jeffwoodward@velocityglobal.com |
| Email of Signatory: | stoomey@fractyl.com |
Timestamp: | 4/25/2024 |
| Timestamp: | 4/25/2024 |