ITERUM THERAPEUTICS PLC (an Irish public limited company) [●] Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • May 1st, 2018 • Iterum Therapeutics LTD • Pharmaceutical preparations • New York
ORDINARY SHARE PURCHASE WARRANT ITERUM THERAPEUTICS PLCIterum Therapeutics PLC • October 27th, 2020 • Pharmaceutical preparations • New York
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value of $0.0001 received by the Company, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October 27, 2020 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October 27, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Iterum Therapeutics PLC, an Irish incorporated public limited company (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
34,782,609 ORDINARY SHARES AND -0- WARRANTS OF ITERUM THERAPEUTICS PLC AMENDED AND RESTATED UNDERWRITING AGREEMENTUnderwriting Agreement • February 5th, 2021 • Iterum Therapeutics PLC • Pharmaceutical preparations • New York
The undersigned, Iterum Therapeutics plc, an Irish incorporated public limited company (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein. This Amended and Restated Underwriting Agreement amends, restates and supersedes in its entirety the prior underwriting agreement dated as of February 3, 2021, by and between the Company and the Representative.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 11th, 2021 • Iterum Therapeutics PLC • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 9, 2021, between Iterum Therapeutics plc, an Irish incorporated public limited company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AT THE MARKET OFFERING AGREEMENTMarket Offering Agreement • October 7th, 2022 • Iterum Therapeutics PLC • Pharmaceutical preparations • New York
Iterum Therapeutics plc, a corporation organized under the laws of Ireland (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
PLACEMENT AGENCY AGREEMENT October 22, 2020Placement Agency Agreement • October 27th, 2020 • Iterum Therapeutics PLC • Pharmaceutical preparations • New York
PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT ITERUM THERAPEUTICS PLCIterum Therapeutics PLC • October 27th, 2020 • Pharmaceutical preparations • New York
THIS PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October 27, 2020 (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Iterum Therapeutics PLC, an Irish incorporated public limited company (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 12th, 2021 • Iterum Therapeutics PLC • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 9, 2021, between Iterum Therapeutics plc, an Irish incorporated public limited company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ITERUM THERAPEUTICS US LIMITEDAssignment Agreement • May 1st, 2018 • Iterum Therapeutics LTD • Pharmaceutical preparations • Delaware
On behalf of Iterum Therapeutics US Limited (the “Company”), I am pleased to offer you employment at the Company on the terms set forth in this offer letter agreement (the “Agreement”). This Agreement and your employment are made conditional upon and shall be effective upon the closing of Iterum Therapeutics Limited (the “Parent”)’s Series A Preferred financing (the “Financing”). As discussed, the terms of this Agreement govern with respect to your employment, which shall commence on the closing of the Financing (such actual date of your commencement of employment shall be referred to herein as the “Start Date”). If the Financing does not close, this Agreement will have no effect and will not be binding on the Company or you, even if it has been signed.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 6th, 2020 • Iterum Therapeutics PLC • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 3, 2020, between Iterum Therapeutics plc, an Irish incorporated public limited company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
DEED OF INDEMNIFICATIONDeed of Indemnification • May 1st, 2018 • Iterum Therapeutics LTD • Pharmaceutical preparations
This Deed of Indemnification (this “Deed”) is effective as of [•] by and between Iterum Therapeutics plc, an Irish public limited company, with its registered office at Block 2, Floor 3, Harcourt Centre, Harcourt Street, Dublin 2 (Company number 563531) (as further defined below, the “Company”), and [•] of [•]. (the “Indemnitee”).
ContractIterum Therapeutics PLC • May 4th, 2018 • Pharmaceutical preparations • New York
THIS WARRANT INSTRUMENT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
LICENSE AGREEMENT BY AND AMONG ITERUM THERAPEUTICS LIMITED, ITERUM THERAPEUTICS INTERNATIONAL LIMITED AND PFIZER INC. Dated as of November 18, 2015License Agreement • May 1st, 2018 • Iterum Therapeutics LTD • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (“Agreement”) is made effective as of the 18th day of November, 2015 (the “Effective Date”), by and among Iterum Therapeutics International Limited, a company organized and existing under the laws of Ireland with offices at 25-28 North Wall Quay, Dublin 1, Ireland (“Licensee”), Iterum Therapeutics Limited, a company organized and existing under the laws of Ireland with offices at 25-28 North Wall Quay, Dublin 1, Ireland (“Parent” and together with Licensee, which is a wholly-owned subsidiary of Parent, “Iterum”) and Pfizer Inc., a corporation organized and existing under the laws of Delaware with offices at 235 East 42nd Street, New York, NY 10017 (“Pfizer”). Iterum and Pfizer may, from time-to-time, be individually referred to as a “Party” and collectively referred to as the “Parties”.
ITERUM THERAPEUTICS LIMITED AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 1st, 2018 • Iterum Therapeutics LTD • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of May 18, 2017, by and among ITERUM THERAPEUTICS LIMITED, a company incorporated under the laws of Ireland (company number 563531) (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor”, and each of the shareholders listed on Exhibit B hereto, each of whom is referred to herein as a “Key Holder” All references to “$” and “dollar” herein shall mean United States dollars.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 12th, 2020 • Iterum Therapeutics PLC • Pharmaceutical preparations • New York
This Investor Rights Agreement (this “Agreement”) is made and entered into as of January 21, 2020 by and among Iterum Therapeutics Bermuda Limited, a company formed under the laws of Bermuda (the “Company”), Iterum Therapeutics plc, an Irish public limited company (“Iterum”), including as guarantor, Iterum Therapeutics International Limited, a company formed under the laws of Ireland, as guarantor, Iterum Therapeutics US Limited, a company formed under the laws of Delaware, as guarantor, and Iterum Therapeutics US Holding Limited, a company formed under the laws of Delaware, as guarantor (the guarantors other than Iterum, collectively, the “Subsidiary Guarantors” and, together with Iterum, the “Guarantors”) and the “Purchasers” named in that certain Securities Purchase Agreement by and among the Company, the Guarantors and the Purchasers dated as of January 16, 2020 (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase A
as Guarantors AND Iterum Holders’ Representative LLC, as Holders’ Representative, AND Computershare Trust Company, N.A., as Trustee INDENTURE Dated as of January 21, 2020 Limited Recourse Royalty-Linked Subordinated NotesIndenture • March 12th, 2020 • Iterum Therapeutics PLC • Pharmaceutical preparations • New York
INDENTURE, dated as of January 21, 2020, between Iterum Therapeutics Bermuda Limited, a company formed under the laws of Bermuda, as Notes issuer (the “Company”, as more fully set forth in Section 1.01), Iterum Therapeutics plc, a company formed under the laws of Ireland, as guarantor (the “Parent Guarantor”, as more fully set forth in Section 1.01), Iterum Therapeutics International Limited, a company formed under the laws of Ireland, as guarantor (the “Irish Guarantor”), Iterum Therapeutics US Limited, a Delaware corporation, as guarantor (“Iterum U.S. Limited”), Iterum Therapeutics US Holding Limited, a Delaware corporation, as guarantor (“Iterum U.S. Holding” and, together with Parent Guarantor, the Irish Guarantor, Iterum U.S. Limited and any guarantor added pursuant to a supplemental indenture in accordance with Section 10.01(c) hereof, the “Guarantors”), Iterum Holders’ Representative LLC, a Delaware limited liability company, as the representative of the noteholders hereunder (
WARRANT AGENT AGREEMENTWarrant Agent Agreement • July 17th, 2024 • Iterum Therapeutics PLC • Pharmaceutical preparations • New York
This WARRANT AGENT AGREEMENT (this “Agreement”) between Iterum Therapeutics plc, a public limited company incorporated under the laws of Ireland (registered number 563531) (the “Company”), Computershare Inc., a Delaware corporation (“Computershare”) and its affiliate Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”, and together with Computershare, collectively, the “Warrant Agent”), is dated as of _____, 2024.
SHARE OPTION CANCELLATION AGREEMENTShare Option Cancellation Agreement • August 12th, 2022 • Iterum Therapeutics PLC • Pharmaceutical preparations • Delaware
This SHARE OPTION CANCELLATION AGREEMENT (the “Agreement”) is made and entered into as of July 7, 2022 (the “Effective Date”), by and between Judith M. Matthews (the “Optionee”) and Iterum Therapeutics plc, an Irish incorporated public limited company (the “Company”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 4th, 2018 • Iterum Therapeutics PLC • Pharmaceutical preparations • Dublin
Please explain any exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions.” Attach separate sheet if additional space needed.)
Dated June 15, 2023 ITERUM THERAPEUTICS INTERNATIONAL LIMITED -and- MICHAEL DUNNE AMENDMENT TO CONTRACT FOR SERVICESA Contract • August 11th, 2023 • Iterum Therapeutics PLC • Pharmaceutical preparations
ITERUM THERAPEUTICS US LIMITED Amendment to Employment AgreementEmployment Agreement • May 4th, 2018 • Iterum Therapeutics PLC • Pharmaceutical preparations • Delaware
This Amendment to Employment Agreement (this “Amendment”) is entered into as of May 02, 2018, by and between Iterum Therapeutics US Limited, a Delaware corporation (the “Company”), and Judith Matthews (“Executive”).
ITERUM THERAPEUTICS US LIMITED INDEMNITY AGREEMENTIndemnity Agreement • May 1st, 2018 • Iterum Therapeutics LTD • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , is made by and between ITERUM THERAPEUTICS US LIMITED, a Delaware corporation (the “Company”), and (“Indemnitee”).
ITERUM THERAPEUTICS BERMUDA LIMITED, as Notes Issuer AND ITERUM THERAPEUTICS PLC, ITERUM THERAPEUTICS INTERNATIONAL LIMITED, ITERUM THERAPEUTICS US LIMITED and ITERUM THERAPEUTICS US HOLDING LIMITED, as Guarantors AND U.S. BANK NATIONAL ASSOCIATION,...Iterum Therapeutics PLC • January 17th, 2020 • Pharmaceutical preparations • New York
INDENTURE, dated as of January [●], 2020, among Iterum Therapeutics Bermuda Limited, a company formed under the laws of Bermuda, as Notes Issuer (the “Company”, as more fully set forth in Section 1.01), Iterum Therapeutics plc, a company formed under the laws of Ireland, as guarantor (“Iterum,” as more fully set forth in Section 1.01), Iterum Therapeutics International Limited, a company formed under the laws of Ireland, as guarantor (the “Irish Guarantor”), Iterum Therapeutics US Limited, a Delaware corporation, as guarantor (“Iterum U.S. Limited”), Iterum Therapeutics US Holding Limited, a Delaware corporation, as guarantor (“Iterum U.S. Holding” and, together with Iterum, the Irish Guarantor, Iterum U.S. Limited and any guarantor added pursuant to a supplemental indenture in accordance with Section 10.01(c) hereof, the “Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01). The Irish Guara
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 17th, 2020 • Iterum Therapeutics PLC • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 16th day of January, 2020, by and between SILICON VALLEY BANK, a California corporation (“Bank”) and ITERUM THERAPEUTICS INTERNATIONAL LIMITED, a company incorporated under the laws of Ireland, with company number 564304 and having its registered office at Block 2, Floor 3, Harcourt Centre, Harcourt Street, Dublin 2 (“Iterum International”), ITERUM THERAPEUTICS US HOLDING LIMITED, a Delaware corporation (“US Holding Limited”), ITERUM THERAPEUTICS US LIMITED, a Delaware corporation (“US Limited”), and ITERUM THERAPEUTICS BERMUDA LIMITED, a company formed under the laws of Bermuda (“Iterum Bermuda”; together with US Limited, Iterum International and US Holding Limited, individually and collectively, jointly and severally, “Borrower”).
Dated May 25, 2022 ITERUM THERAPEUTICS INTERNATIONAL LIMITED -and- MICHAEL DUNNE CONTRACT FOR SERVICESThis Agreement • August 12th, 2022 • Iterum Therapeutics PLC • Pharmaceutical preparations
The Contractor has agreed to provide the Services to the Company and any Associated Company upon and subject to the terms and conditions hereinafter contained.
Dated May 29, 2024 ITERUM THERAPEUTICS INTERNATIONAL LIMITED -and- DR. SAILAJA PUTTAGUNTA CONTRACT FOR SERVICESAgreement • August 14th, 2024 • Iterum Therapeutics PLC • Pharmaceutical preparations
The Contractor has agreed to provide the Services to the Company and any Associated Company upon and subject to the terms and conditions hereinafter contained.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 17th, 2020 • Iterum Therapeutics PLC • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of January 16, 2020 (the “Agreement Date”), by and among Iterum Therapeutics Bermuda Limited, a company formed under the laws of Bermuda (the “Company”), as issuer, Iterum Therapeutics plc, an Irish public limited company (“Iterum”), as guarantor, Iterum Therapeutics International Limited, a company formed under the laws of Ireland, as guarantor, Iterum Therapeutics US Limited, a company formed under the laws of Delaware, as guarantor, and Iterum Therapeutics US Holding Limited, a company formed under the laws of Delaware, as guarantor (the guarantors other than Iterum, collectively, the “Subsidiary Guarantors” and, together with Iterum, the “Guarantors”) and the Persons set forth on Schedule 1 of this Agreement (together with their successors and assigns, the “Purchasers” and, together with the Company and Iterum, the “Parties”).
Dated December 27, 2023 ITERUM THERAPEUTICS INTERNATIONAL LIMITED -and- MICHAEL DUNNE AMENDMENT TO CONTRACT FOR SERVICESA Contract for Services • March 28th, 2024 • Iterum Therapeutics PLC • Pharmaceutical preparations
as Guarantors AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of January 21, 2020 6.500% Exchangeable Senior Subordinated Notes due 2025Indenture • March 12th, 2020 • Iterum Therapeutics PLC • Pharmaceutical preparations • New York
INDENTURE, dated as of January 21, 2020, among Iterum Therapeutics Bermuda Limited, a company formed under the laws of Bermuda, as Notes Issuer (the “Company”, as more fully set forth in Section 1.01), Iterum Therapeutics plc, a company formed under the laws of Ireland, as guarantor (“Iterum,” as more fully set forth in Section 1.01), Iterum Therapeutics International Limited, a company formed under the laws of Ireland, as guarantor (the “Irish Guarantor”), Iterum Therapeutics US Limited, a Delaware corporation, as guarantor (“Iterum U.S. Limited”), Iterum Therapeutics US Holding Limited, a Delaware corporation, as guarantor (“Iterum U.S. Holding” and, together with Iterum, the Irish Guarantor, Iterum U.S. Limited and any guarantor added pursuant to a supplemental indenture in accordance with Section 10.01(c) hereof, the “Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01). The Irish Guaran
Dated February 21, 2021 ITERUM THERAPEUTICS INTERNATIONAL LIMITED -and- MICHAEL DUNNE CONTRACT FOR SERVICESAgreement • May 14th, 2021 • Iterum Therapeutics PLC • Pharmaceutical preparations
The Contractor has agreed to provide the Services to the Company and any Associated Company upon and subject to the terms and conditions hereinafter contained.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • May 4th, 2018 • Iterum Therapeutics PLC • Pharmaceutical preparations • New York
This Intellectual Property Security Agreement is entered into as of April 27, 2018, by and among SILICON VALLEY BANK, a California Corporation with an office located at 3003 Tasman Drive, Santa Clara, California 95054 (“SVB”), as collateral agent for the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) or otherwise a party thereto from time to time (in such capacity, “Collateral Agent”), and Iterum Therapeutics International Limited, a company incorporated under the laws of Ireland (“Iterum International”), Iterum Therapeutics US Holding Limited, a Delaware corporation, Iterum Therapeutics US Limited, a Delaware corporation, each with offices located at 200 West Monroe, Suite 1575, Chicago, IL 60606 (individually and collectively, jointly and severally, “Borrower”), and Iterum Therapeutics Public Limited Company, a company incorporated under the laws of Ireland (“Guarantor”; together with Borrower, individually and collectively, “Grantor”).
SHARE OPTION CANCELLATION AGREEMENTShare Option Cancellation Agreement • July 8th, 2022 • Iterum Therapeutics PLC • Pharmaceutical preparations • Delaware
This SHARE OPTION CANCELLATION AGREEMENT (the “Agreement”) is made and entered into as of July 7, 2022 (the “Effective Date”), by and between [_________________] (the “Optionee”) and Iterum Therapeutics plc, an Irish incorporated public limited company (the “Company”).
ITERUM THERAPEUTICS PLC. DEALER-MANAGER AGREEMENTDealer-Manager Agreement • July 17th, 2024 • Iterum Therapeutics PLC • Pharmaceutical preparations • New York
The following will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by Iterum Therapeutics PLC., an Irish public limited company (the “Company”), pursuant to which the Company will distribute to holders of record of (i) its ordinary shares, nominal value $0.01 per share (“Ordinary Shares”), and (ii) warrants that have contractual rights to participate in the proposed rights offering which have not otherwise been waived (each, an “eligible warrant” and collectively, the “Eligible Warrants”) subscription rights (the “Rights”) to subscribe for and purchase up to an aggregate of 8,503,800 units (the “Units”), each whole Unit consisting of (a) one Ordinary Share (the “Rights Shares”), (b) warrants to purchase up to 4,251,900 ordinary shares, at an exercise price of $1.21 per whole Ordinary Share from the date of issuance through its expiration one year from the date of issuance (the “1-Year Warrants”) and (c) warrants to purchase up to
Dated August 9, 2024 ITERUM THERAPEUTICS INTERNATIONAL LIMITED -and- MICHAEL DUNNE AMENDMENT TO CONTRACT FOR SERVICESContract for Services • November 14th, 2024 • Iterum Therapeutics PLC • Pharmaceutical preparations
ITERUM THERAPEUTICS US LIMITEDAssignment Agreement • March 28th, 2022 • Iterum Therapeutics PLC • Pharmaceutical preparations • Delaware
On behalf of Iterum Therapeutics US Limited (the “Company”), I am pleased to offer you employment at the Company on the terms set forth in this offer letter agreement (the “Agreement”). As discussed, the terms of this Agreement govern with respect to your employment, which shall commence on or before January 28, 2022 (the “Start Date”).
