J.P. MORGAN SECURITIES LLC FORM OF UNDERWRITING AGREEMENT ZS PHARMA, INC. 5,944,444 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • June 23rd, 2014 • ZS Pharma, Inc. • Pharmaceutical preparations • New York
In rendering the opinions set forth herein, we are opining only as to the specific legal issues expressly set forth herein, and no opinion shall be inferred as to any other matters. Based upon the foregoing, and subject to the assumptions, qualifications and exceptions referred to herein, it is our opinion that:
ZS PHARMA, INC. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • May 15th, 2014 • ZS Pharma, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , 20 , and is between ZS Pharma, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
UNDERWRITING AGREEMENT ZS PHARMA, INC. [ ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 24th, 2015 • ZS Pharma, Inc. • Pharmaceutical preparations • New York
ZS Pharma, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company proposes to sell to the several Underwriters an aggregate of [ ] shares of Common Stock of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Stockholder named in Schedule 2 hereto proposes to sell, at the option of the Underwriters, up to an additional [ ] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • July 17th, 2014 • ZS Pharma, Inc. • Pharmaceutical preparations • Maryland
THIS CREDIT AND SECURITY AGREEMENT (this “Agreement”), dated as of July 14, 2014 (the “Closing Date”) by and among MIDCAP FINANCIAL SBIC, LP, a Delaware limited partnership (“MidCap”), as administrative agent (“Agent”), the Lenders listed on the Credit Facility Schedule attached hereto and otherwise party hereto from time to time (each a “Lender”, and collectively the “Lenders”), and ZS PHARMA, INC., a Delaware corporation (“Borrower”), provides the terms on which Lenders agree to lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
AGREEMENT AND PLAN OF MERGER AMONG ZENECA, INC., ZANZIBAR ACQUISITION CORP. AND ZS PHARMA, INC. Dated as of November 5, 2015Merger Agreement • November 6th, 2015 • ZS Pharma, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 5, 2015 (the “Agreement Date”) among Zeneca, Inc., a Delaware corporation (“Parent”), Zanzibar Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and ZS Pharma, Inc., a Delaware corporation (the “Company”).
FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Amended and Restated as of June 23, 2014Investors’ Rights Agreement • August 14th, 2014 • ZS Pharma, Inc. • Pharmaceutical preparations • Delaware
THIS FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 23rd day of June, 2014 by and among ZS PHARMA, INC., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder”.
PARK PLACE AT BAY MEADOWS OFFICE LEASEOffice Lease • May 11th, 2015 • ZS Pharma, Inc. • Pharmaceutical preparations • California
LEASE AGREEMENTLease Agreement • May 15th, 2014 • ZS Pharma, Inc. • Pharmaceutical preparations • Texas
THIS LEASE AGREEMENT (“Lease”) made as of this 1st day of August, 2013 between the University of North Texas Health Science Center at Fort Worth, a state institution of higher education, hereinafter referred to as “Landlord”, and ZS Pharma, Inc. having a business address at 508 Wrangler Drive, Suite 100 Coppell, Texas 75019, hereinafter referred to as “Tenant”.
ZS PHARMA, INC. FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2014 • ZS Pharma, Inc. • Pharmaceutical preparations • Texas
This Employment Agreement (the “Agreement”) is entered into between ZS Pharma, Inc., a Delaware corporation (“ZS Pharma”), and the undersigned employee (“Employee”). In consideration of the premises and the following mutual terms and conditions, ZS Pharma and Employee agree as follows:
SUBLEASESublease • May 15th, 2014 • ZS Pharma, Inc. • Pharmaceutical preparations • Colorado
This Sublease (this “Sublease”) is entered into this 18th day of October, 2013 (the “Effective Date”) between InB: Hauser Pharmaceutical Services, Inc., a Delaware corporation (“Sublessor”), and ZS Pharma, Inc., a Delaware corporation (“Sublessee”).
Standard Form Office Lease Made and entered into at Redwood City, California between Harvard Investment Company (“Lessor”) and ZS Pharma, Inc. (“Lessee”).Standard Form Office Lease • March 13th, 2015 • ZS Pharma, Inc. • Pharmaceutical preparations • California
Attention: Alvaro Guillem Chief Executive Officer Jeffrey Keyser Chief Operating OfficerFinancial Advisory Agreement • May 15th, 2014 • ZS Pharma, Inc. • Pharmaceutical preparations • California
A LICENSE AGREEMENT BETWEEN ZS PHARMA, INC. AND UOP LLCLicense Agreement • May 15th, 2014 • ZS Pharma, Inc. • Pharmaceutical preparations • Illinois
THIS AGREEMENT, dated as of December 19, 2011, is made between ZS Pharma, Inc., a corporation organized and existing under the laws of the State of Delaware, (“LICENSEE”), and UOP LLC, a limited liability company organized and existing under the laws of the State of Delaware, United States of America (“UOP”).
ZS PHARMA, INC. EMPLOYMENT AGREEMENTEmployment Agreement • May 11th, 2015 • ZS Pharma, Inc. • Pharmaceutical preparations • Texas
This Employment Agreement (this “Agreement”) is entered into between ZS Pharma, Inc., a Delaware corporation (“ZS Pharma”), and Mark Asbury (“Employee”). In consideration of the premises and the following mutual terms and conditions, ZS Pharma and Employee agree as follows:
Attention: Alvaro Guillem Chief Executive Officer Jeffrey Keyser Chief Operating OfficerFinancial Advisory Agreement • May 15th, 2014 • ZS Pharma, Inc. • Pharmaceutical preparations • California
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 18th, 2015 • ZS Pharma, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 to Agreement and Plan of Merger (this “Amendment”) is entered into as of November 17, 2015, among Zeneca, Inc., a Delaware corporation (“Parent”), Zanzibar Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and ZS Pharma, Inc., a Delaware corporation (the “Company”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 11th, 2015 • ZS Pharma, Inc. • Pharmaceutical preparations • Texas
This Amendment (“Amendment”) to the existing Employment Agreement, by and between ZS Pharma, Inc. (“ZS Pharma”) and the undersigned employee of ZS Pharma (“Employee”), originally entered into on the date indicated below Employee’s signature, (the “Employment Agreement”) and as amended on March 21, 2014, is hereby made and entered into by ZS Pharma and Employee effective as of June 16, 2014 (the “Effective Date”). Capitalized terms used but not defined herein are used as defined in the Employment Agreement.
THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • May 11th, 2015 • ZS Pharma, Inc. • Pharmaceutical preparations • Maryland
THIS THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Agreement”) is dated as of April 30, 2015, by and among ZS PHARMA, INC., a Delaware corporation (“Borrower”), MIDCAP FUNDING III TRUST, a Delaware statutory trust in its capacity as agent (“Agent”) for the lenders under the Credit Agreement (as defined below) (“Lenders”), and the Lenders.
INDUSTRIAL & COMMERCIAL REAL ESTATE PARTIESLease Agreement • May 15th, 2014 • ZS Pharma, Inc. • Pharmaceutical preparations
This Lease, executed in duplicate at Palo Alto, California, this 26 day of April, 2013, by and between Renault & Handley Oakmead Solar Joint Venture LP, a California limited partnership, and ZS Pharma, Inc., a Delaware corporation, hereinafter referred to respectively as “Lessor” and “Lessee”, without regard to number or gender.
ZS PHARMA, INC. FORM OF INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENTInvention Assignment and Confidentiality Agreement • May 15th, 2014 • ZS Pharma, Inc. • Pharmaceutical preparations • Texas
This Invention Assignment and Confidentiality Agreement (“Agreement”) is entered into as of the date of the last signature below and shall be effective as of , 20 , by and between ZS Pharma, Inc., having an address of 508 Wrangler Drive, Suite 100, Coppell, Texas, 75019, its subsidiaries, affiliates, successors or assigns (together the “Company”), and , an individual having an address of (“Employee”).
PARK WEST COMMERCE CENTER LEASE BY AND BETWEEN PW COMMERCE CENTER LP, a Texas limited partnership, as Landlord AND ZS PHARMA, INC., a Delaware corporation, as TenantLease • May 15th, 2014 • ZS Pharma, Inc. • Pharmaceutical preparations
FORM OF AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 30th, 2014 • ZS Pharma, Inc. • Pharmaceutical preparations • Texas
This Amendment (“Amendment”) to the existing Employment Agreement, by and between ZS Pharma, Inc. (“ZS Pharma”) and the undersigned employee of ZS Pharma (“Employee”), originally entered into on the date indicated below Employee’s signature, (the “Employment Agreement”), is hereby made and entered into by ZS Pharma and Employee effective as of (the “Effective Date”). Capitalized terms used but not defined herein are used as defined in the Employment Agreement.
WAIVER AND FOURTH AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • August 6th, 2015 • ZS Pharma, Inc. • Pharmaceutical preparations • Maryland
THIS WAIVER AND FOURTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Agreement”) is dated as of July 15, 2015, by and among ZS PHARMA, INC., a Delaware corporation (“Borrower”), MIDCAP FUNDING III TRUST, a Delaware statutory trust in its capacity as agent (“Agent”) for the lenders under the Credit Agreement (as defined below) (“Lenders”), and the Lenders.
LICENSE RESTRUCTURING AGREEMENT BETWEEN ZS PHARMA, INC. HEMOCLEANSE, INC. AND UOP LLCLicense Restructuring Agreement • May 15th, 2014 • ZS Pharma, Inc. • Pharmaceutical preparations • Illinois
THIS AGREEMENT, dated as of December 19, 2011, is made between ZS Pharma, Inc., a corporation organized and existing under the laws of the State of Delaware, (“ZS Pharma”), HemoCleanse, Inc., a corporation organized and existing under the laws of the State of Indiana, (“HemoCleanse”) and UOP LLC, a limited liability company organized and existing under the laws of the State of Delaware, United States of America (“UOP”), all sometimes referred to herein as the “Parties”.
