TETRALOGIC PHARMACEUTICALS CORPORATION EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 16th, 2013 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • Pennsylvania
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of August 12, 2013 by and between J. Kevin Buchi, a resident of Malvern, Pennsylvania (the “Employee”), and TetraLogic Pharmaceuticals Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Company”).
TETRALOGIC PHARMACEUTICALS CORPORATION WARRANT TO PURCHASE EQUITY SECURITIESWarrant Agreement • September 16th, 2013 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • New York
THIS CERTIFIES THAT, for value received, , or its assigns (the “Holder”), is entitled to subscribe for and purchase from TETRALOGIC PHARMACEUTICALS CORPORATION, a Delaware corporation, with its principal office at 343 Phoenixville Pike, Malvern, Pennsylvania 19355 (the “Company”) the Exercise Shares at the Exercise Price (each subject to adjustment as provided herein). This Warrant is being issued as one of a series of warrants (the “Warrants”) pursuant to the terms of the Note and Warrant Purchase Agreement, dated April 12, 2013 by and among the Company and the Purchasers therewith (the “Purchase Agreement”). Capitalized terms used herein but not otherwise defined herein have the meanings given to them in the Purchase Agreement. Unless indicated otherwise, the aggregate number of Exercise Shares that Holder may purchase by exercising this warrant is equal to the quotient of (A) , divided by (B) the per share price paid by investors for the Equity Securities purchased in the financing
ContractWarrant Agreement • September 16th, 2013 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION STATEMENT WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.
ContractWarrant Agreement • September 16th, 2013 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • Massachusetts
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND LAWS OR, SUBJECT TO SECTION 5.3 HEREOF, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
EXCLUSIVE LICENSE AGREEMENT between LICENSEE and PRINCETON UNIVERSITYExclusive License Agreement • September 16th, 2013 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • New Jersey
THIS AMENDED AND RESTATED LICENSE AGREEMENT (the “Agreement”) is made and is effective as of the 6th day of October, 2006, by and between Princeton University, having its Office of Technology Licensing at 4 New South Building, Princeton, NJ 08544, (hereinafter referred to as “Princeton”), and TetraLogic Pharmaceuticals Corporation, a Delaware corporation having an address of 365 Phoenixville Pike, Malvern, Pennsylvania 19355 (hereinafter referred to as “Licensee”).
SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • September 16th, 2013 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 16th, 2013 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
This Second Amended and Restated Investor Rights Agreement (the “Agreement”) is made as of May 20, 2011, among TetraLogic Pharmaceuticals Corporation, a Delaware corporation (the “Company”), those stockholders of the Company listed on Exhibit A hereto (individually, a “Common Stockholder,” and collectively, the “Common Stockholders”), and the stockholders listed on Exhibit B hereto (individually, an “Investor” and collectively, the “Investors”).
WARRANT TO PURCHASE COMMON STOCK OF TETRALOGIC PHARMACEUTICALS CORPORATIONWarrant Agreement • September 16th, 2013 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
This is to Certify that, FOR VALUE RECEIVED, , or its permitted assigns (“Holder”), is entitled to purchase, subject to the provisions of this Warrant from TetraLogic Pharmaceuticals Corporation, a Delaware corporation (the “Company”), fully paid, validly issued and nonassessable shares of Common Stock, par value $0.0001 of the Company (“Common Stock”) at an exercise price of $0.05 per share, exercisable at any time or from time to time during the period from March 11, 2010 to such date that is the later of (a) five years from the date of the consummation of the Company’s first firm-commitment underwritten offering of shares of its common stock in which (1) the net proceeds to the Company for such shares shall be at least $40,000,000 (after deducting underwriting commissions and offering expenses), and (2) the price paid by the public shall be at least $2.00 per share (appropriately and proportionately adjusted for stock dividends, stock splits and other subdivisions and combinations o
Advisory Services AgreementAdvisory Services Agreement • September 16th, 2013 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • Pennsylvania
AGREEMENT made this 8 day of March, 2013, (“Effective Date”) between Andrew Pecora, M.D. (“Pecora”) and TetraLogic Pharmaceuticals Corporation (“TL”).
SECOND AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • September 16th, 2013 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
OFFICE/LABORATORY LEASEOffice/Laboratory Lease • September 16th, 2013 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • Pennsylvania
This LEASE, made this 30th day of April, 2004, by and between 335-95 Phoenixville Pike Associates a Pennsylvania Limited Partnership (hereinafter referred to as “Landlord”), and APOP Corporation. a Delaware Corporation (hereinafter referred to as “Tenant”);
NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 16th, 2013 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • New York
THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of the 16th day of May, 2013 (the “Effective Date”) by and among TETRALOGIC PHARMACEUTICALS CORPORATION, a Delaware corporation (the “Company”), and Amgen Inc. ( “Purchaser””).
ContractWarrant Agreement • September 16th, 2013 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • California
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 AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
CONSULTING AGREEMENTConsulting Agreement • September 16th, 2013 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • Pennsylvania
This Consulting Agreement (this “Agreement”) is entered into as of this 12th day of August, 2013 (the “Effective Date”) by and between TetraLogic Pharmaceuticals Corporation (“TetraLogic”), a Delaware corporation with its principal place of business located at 343 Phoenixville Pike, Malvern, Pa. 19355 and John M. Gill, having an address at 822 Nathan Hole Road, Berwyn, Pennsylvania 19312 (“Consultant”).
