XERIS PHARMACEUTICALS, INC., Issuer AND U.S. BANK NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of June 30, 2020 Senior Debt SecuritiesIndenture • October 5th, 2021 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE WARRANT XERIS BIOPHARMA HOLDINGS, INC.Common Stock Purchase Warrant • January 3rd, 2022 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the fifth anniversary of the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Xeris Biopharma Holdings, Inc., a Delaware corporation (the “Company”), up to 5,119,454 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • May 11th, 2022 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations • New York
Xeris Biopharma Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.0001 per share (the “Common Shares”), having an aggregate offering price of up to $75,000,000, on the terms set forth in this agreement (this “Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 3rd, 2022 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 2, 2022, between Xeris Biopharma Holdings, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).
XERIS BIOPHARMA HOLDINGS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • October 5th, 2021 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of October [__], 2021 by and between Xeris Biopharma Holdings, Inc., a Delaware corporation, (the “Company”), and [_____] (“Indemnitee”).
XERIS BIOPHARMA HOLDINGS, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • October 5th, 2021 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of October [__], 2021 by and between Xeris Biopharma Holdings, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 5th, 2021 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations • Delaware
This Amended and Restated Employment Agreement (“Agreement”) is made by and among Xeris Biopharma Holdings, Inc., a Delaware corporation (the “Parent”), Xeris Pharmaceuticals, Inc., a Delaware corporation and wholly-owned subsidiary of the Parent (the “Company”), and John Shannon (the “Executive”) and is effective as of the closing date of the transactions contemplated by the Transaction Agreement by and among Strongbridge Biopharma plc, the Company and the other parties set forth therein dated May 24, 2021 (the “Effective Date”).
ContractEmployment Agreement • August 2nd, 2024 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations • Delaware
XERIS PHARMACEUTICALS, INC. and as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of June 30, 2020First Supplemental Indenture • October 5th, 2021 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations • New York
This Supplemental Indenture (as defined below) is being executed and delivered pursuant to Sections 2.01 and 2.02 of the Base Indenture (as defined below) to establish the terms, and provide for the issuance, of a new series of Securities (as defined in the Base Indenture) constituting the Company’s 5.00% Convertible Senior Notes due 2025 (the “Notes”).
INDENTURE, dated as of September 29, 2023, between Xeris Biopharma Holdings, Inc., a Delaware corporation, as issuer (the “Company”), Xeris Pharmaceuticals, Inc., a Delaware corporation, as guarantor (the “Guarantor”), and U.S. Bank Trust Company,...Indenture • September 29th, 2023 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations • New York
JOINDER AND SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 5th, 2021 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations • New York
THIS JOINDER AND SIXTH AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of October 5, 2021, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 to the Loan Agreement (as defined below) or otherwise a party thereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and XERIS PHARMACEUTICALS, INC., a Delaware corporation (“Existing Borrower”) XERIS BIOPHARMA HOLDINGS, INC. a Delaware corporation (“Holdings”), STRONGBRIDGE U.S. INC., a Delaware corporation (“Strongbridge” and together with Holdings, each a “New Borrower” and collective
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • October 5th, 2021 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of October 5, 2021 (this “Agreement”), is entered into by and between Xeris Biopharma Holdings, Inc., a Delaware corporation (“Parent”), and Computershare Inc., a Delaware corporation (“Computershare”) and its affiliate Computershare Trust Company, N.A., a federally chartered trust company (together with Computershare, the “Rights Agent”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • October 5th, 2021 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations • New York
This SECOND SUPPLEMENTAL INDENTURE, dated as of October 5, 2021 (the “Second Supplemental Indenture”), is entered into among Xeris Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Xeris Biopharma Holdings, Inc., a Delaware corporation (“Parent”), and U.S. Bank National Association, as trustee (the “Trustee”).
ACTIVE/127969614 EXECUTION VERSION AMENDED AND RESTATED CREDIT AGREEMENT AND GUARANTY dated as of March 5, 2024 by and among XERIS PHARMACEUTICALS, INC., as the Borrower, XERIS BIOPHARMA HOLDINGS, INC., as Parent, THE SUBSIDIARY GUARANTORS FROM TIME...Credit Agreement • May 9th, 2024 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations • New York
ContractStatement of Work • November 8th, 2024 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations
IN WITNESS THEREOF, each of Xeris and Bachem have caused this Third Amendment to be executed by their respective duly authorized representatives as of the Third Amendment Effective Date. Xeris Pharmaceuticals, Inc. By: /s/ Peter Valentinsson Name:...Api Supply Agreement • November 8th, 2024 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations
ContractProduct Supply Agreement • November 8th, 2024 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 11th, 2022 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations • Delaware
This Amended and Restated Employment Agreement (“Agreement”) is made by and among Xeris Biopharma Holdings, Inc., a Delaware corporation (the “Parent”), Xeris Pharmaceuticals, Inc., a Delaware corporation and wholly-owned subsidiary of the Parent (the “Company”), and Beth P. Hecht (the “Executive”) and is effective as of the closing date of the transactions contemplated by the Transaction Agreement by and among Strongbridge Biopharma plc, the Company and the other parties set forth therein dated May 24, 2021 (the “Effective Date”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED 2 of 17 • "Facility" means Lonza's...Commercial Manufacturing Services and Supply Agreement • August 8th, 2024 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations • New York
ContractStatement of Work Amendment • November 8th, 2024 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED SECOND AMENDMENT TO API SUPPLY...Api Supply Agreement • August 10th, 2022 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations • New York
This Second Amendment (“Second Amendment”) is entered into as of May 2, 2022 (the “Second Amendment Effective Date”), by and between Xeris Pharmaceuticals, Inc. (“Xeris”) and Bachem Americas, Inc. (“Bachem”). Xeris and Bachem may be referred to individually as a “Party” or collectively as the “Parties.” Capitalized terms used in this Second Amendment without definition shall have the same meaning as set forth in the Agreement (defined below).
ContractWarrant Agreement • May 11th, 2022 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations • New York
THIS WARRANT 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 5.2 AND 5.3 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.
July 7, 2024 Paul R. Edick Re: Transition Agreement Dear Paul:Transition Agreement • July 8th, 2024 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations • Illinois
This letter confirms our agreement regarding your transition from the role of Chief Executive Officer of Xeris Biopharma Holdings Inc., a Delaware corporation (the “Parent”), and Xeris Pharmaceuticals, Inc., a Delaware corporation and wholly owned subsidiary of the Parent (the “Company”) and your future services as a Senior Advisor. The Board of Directors of the Parent (the “Board”) appreciates your substantial contributions to the Company, looks forward to your support as a Senior Advisor, and would like to make the transition to the Company’s new Chief Executive Officer (the “New CEO”) as seamless as possible.
ContractAsset Purchase Agreement and Supply Agreement • May 9th, 2023 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations • New York
ContractConsent to Credit and Guaranty Agreement • November 9th, 2023 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations • New York
ContractManufacturing and Supply Agreement • August 8th, 2024 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations
Document No: Revision: Revision Date: Replaces: Page: MSA-XPI Amendment 4 01/16/23 00 2 of 6 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Effective Date. PYRAMID Laboratories, Inc.: By: /s/Medhat Gorgy Name: Medhat...Commercial Supply Agreement • May 9th, 2023 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations
ContractProduct Supply Agreement • May 9th, 2023 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED 2 Copy to: [***] Copy to: [***]...Commercial Manufacturing Services and Supply Agreement • August 8th, 2024 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations
Bachem/ Xeris - Amendment 5 to the Quality Assurance Agreement - Confidential 2/4 [***] [***] [***] [***]” 2.3 Section 5.14 Shipping and packaging of the Product shall be added immediately following Section 5.13 of the Agreement to ensure that the...Quality Assurance Agreement • August 8th, 2023 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 3rd, 2022 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 2, 2022, between Xeris Biopharma Holdings, Inc., a Delaware corporation (the “Company”), and the purchaser signatory hereto (the “Purchaser”).
ContractStatement of Work Amendment • March 6th, 2024 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations
NY-2481782.4 Borrower to the Board of Xeris Australia from time to time (a copy of which shall be concurrently provided to the Agent) (a “Letter of Financial Support”); provided that in the case of this clause (ii) any payments thereon shall be deemed...Credit Agreement • May 9th, 2023 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations • New York
ContractOmnibus Assignment and Assumption Agreement and Amendment No. 1 to Asset Purchase Agreement and Supply Agreement • May 9th, 2023 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations • New York
ContractCredit and Guaranty Agreement • August 8th, 2023 • Xeris Biopharma Holdings, Inc. • Pharmaceutical preparations • New York
