0001193125-13-398007 Sample Contracts

STANDARD OFFICE LEASE BY AND BETWEEN ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership, AS LANDLORD, AND VITAL THERAPIES, INC., a Delaware corporation, AS TENANT SUITES 150 & 200 Carmel Point
Standard Office Lease • October 11th, 2013 • Vital Therapies Inc • Pharmaceutical preparations • California

This Standard Office Lease (“Lease”) is made and entered into as of the 7th day of May, 2013, by and between ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership (“Landlord”), and VITAL THERAPIES, INC., a Delaware corporation (“Tenant”).

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AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • October 11th, 2013 • Vital Therapies Inc • Pharmaceutical preparations • Delaware

This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of the 7th day of June 2011, by and among Vital Therapies, Inc., a Delaware corporation (the “Company”) and the persons and/or entities listed on Schedule A hereto (the “Investors”).

VITAL THERAPIES, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • October 11th, 2013 • Vital Therapies Inc • Pharmaceutical preparations • California

This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between [ ] (“Executive”) and Vital Therapies, Inc., a Delaware corporation (the “Company”), effective as of immediately prior to the effectiveness of the registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission in connection with the Company’s proposed initial public offering (the “Effective Date”).

VITAL THERAPIES, INC. FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT August 28, 2013
Investors’ Rights Agreement • October 11th, 2013 • Vital Therapies Inc • Pharmaceutical preparations • Delaware

THIS FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 28, 2013 by and among Vital Therapies, Inc., a Delaware corporation (the “Company”), each of the Persons listed from time to time on the Schedule of Satter Investors (each, a “Satter Investor” and, collectively, the “Satter Investors”) and each of the Persons listed from time to time on the Schedule of Other Investors (each, an “Other Investor” and, collectively, the “Other Investors”). The Satter Investors and the Other Investors are collectively referred to herein as the “Investors” and individually as an “Investor.” The Company and the Investors are sometimes collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in Section 7.

INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • October 11th, 2013 • Vital Therapies Inc • Pharmaceutical preparations • Delaware

This Investors’ Rights Agreement (this “Agreement”) is made and entered into as of the 23rd day of February 2012, by and among Vital Therapies, Inc., a Delaware corporation (the “Company”) and the persons and/or entities listed on Schedule A hereto (the “Investors”).

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