Cirius Therapeutics, Inc. Sample Contracts

INDEMNITY AGREEMENT
Indemnification Agreement • January 11th, 2019 • Cirius Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 20 , is made by and between CIRIUS THERAPEUTICS, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).

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CIRIUS THERAPEUTICS, INC. LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • January 11th, 2019 • Cirius Therapeutics, Inc. • Pharmaceutical preparations • North Carolina

This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of March 6, 2018, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”) and CIRIUS THERAPEUTICS, INC. (“Borrower”).

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OFFICE BUILDING LEASE BETWEEN DMCP 72 OWNER, LLC, a Delaware limited liability company (AS LANDLORD) AND CIRIUS THERAPEUTICS, INC., a Delaware corporation (AS TENANT) April 25, 2017 12651 High Bluff Drive San Diego, California
Office Building Lease • January 11th, 2019 • Cirius Therapeutics, Inc. • Pharmaceutical preparations • California

THIS OFFICE BUILDING LEASE (this “Lease”) is made by and between DMCP 72 OWNER, LLC, a Delaware limited liability company (“Landlord”), and CIRIUS THERAPEUTICS, INC., a Delaware corporation (“Tenant”) as of the date (the “Effective Date”) set forth on the cover page of this Lease.

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January 7, 2019 Brian Farmer Re: Employment Terms Dear Brian:
Employment Agreement • January 11th, 2019 • Cirius Therapeutics, Inc. • Pharmaceutical preparations

You have been employed by Cirius Therapeutics, Inc. (the “Company”) pursuant to the terms of an offer letter from the Company dated March 21, 2017 (the “Original Offer Letter”). The Company is hereby offering you the amended terms of employment set forth below. Provided you accept the terms set forth in this letter agreement (the “Letter Agreement”), the terms set forth herein shall supersede and replace the terms set forth in the Original Offer Letter in entirety, contingent and effective upon (i) the effectiveness of the underwriting agreement between the Company and the underwriter(s) managing the initial public offering of the Company’s Common Stock, pursuant to which such Common Stock is priced for the initial public offering, and (ii) your continued employment with the Company at such time.

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ASSIGNMENT AND ASSUMPTION OF LEASE
Assignment and Assumption of Lease • January 11th, 2019 • Cirius Therapeutics, Inc. • Pharmaceutical preparations

This Assignment and Assumption of Lease (“Assignment”) is entered into and made effective as of the 1st day of April, 2017, by and between METABOLIC SOLUTIONS DEVELOPMENT COMPANY, LLC a Delaware limited liability company (“Assignor”) and CIRIUS THERAPEUTICS, INC., a Delaware corporation (“Assignee”), and consented to by MAIN STREET EAST, LLC, a Michigan limited liability company (“Landlord”).

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Contract
Warrant Agreement • January 11th, 2019 • Cirius Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.

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CIRIUS THERAPEUTICS, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • January 11th, 2019 • Cirius Therapeutics, Inc. • Pharmaceutical preparations • Delaware
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