INDEMNIFICATION AGREEMENTIndemnification Agreement • August 2nd, 2013 • Relypsa Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [Date] between Relypsa, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
ContractRelypsa Inc • August 2nd, 2013 • 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.
LEASE BRITANNIA SEAPORT CENTRE HCP LS REDWOOD CITY, LLC, a Delaware limited liability company, as Landlord, and RELYPSA, INC., a Delaware corporation, as Tenant.Lease • August 2nd, 2013 • Relypsa Inc • Pharmaceutical preparations • California
This Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between HCP LS REDWOOD CITY, LLC, a Delaware limited liability company (“Landlord”), and RELYPSA, INC., a Delaware corporation (“Tenant”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 2nd, 2013 • Relypsa Inc • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of January 31, 2013 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto 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, California 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), RELYPSA, INC., a Delaware corporation, and RELYPSA 106, LLC, a Delaware limited liability company, each with offices located at 700 Saginaw Drive, Redwood City, California 94063 (individually and collectively, jointly and severally, “Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The part
RELYPSA, INC. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 2nd, 2013 • Relypsa Inc • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 26th day of July, 2012 (the “Effective Date”), by and among RELYPSA, INC., a Delaware corporation (the “Company”) and the investors listed on EXHIBIT A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
ContractVoting Agreement • August 2nd, 2013 • Relypsa Inc • 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 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.
RELYPSA, INC. WARRANT TO PURCHASE PREFERRED STOCKRelypsa Inc • August 2nd, 2013 • Pharmaceutical preparations • California
This Warrant is being issued as one of a series of warrants (the “Warrants”) pursuant to the terms of that certain Note and Warrant Purchase and Voting Agreement, dated as of [Date], 2010 and as amended from time to time, by and among the Company and the persons and entities named on the Schedule of Purchasers attached thereto (the “Purchase Agreement”), whereby Holder has purchased a convertible promissory note (“Note”) in the principal amount of $[Loan Amount] (“Note Amount”). The aggregate number of Exercise Shares that Holder may purchase by exercising this warrant is equal to the quotient of (i) twenty percent (20%) of the Note Amount divided by (ii) the applicable Exercise Price, subject to adjustment as provided herein.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 2nd, 2013 • Relypsa Inc • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 2, 2013 (the “Effective Date”) by and among SILICON VALLEY BANK, a California corporation (“Bank”), RELYPSA, INC., a Delaware corporation (“Relypsa”), and RELYPSA 106, LLC, a Delaware limited liability company (“Relypsa 106”; together with Relypsa, individually and collectively, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall, jointly and severally, repay Bank. The parties agree as follows:
ContractEnglish Warrant Agreement • August 2nd, 2013 • Relypsa Inc • Pharmaceutical preparations • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (the “1933 ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO YOU THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
CERTIFICATE OF AMENDMENT TO PLAIN ENGLISH WARRANT AGREEMENTPlain English Warrant Agreement • August 2nd, 2013 • Relypsa Inc • Pharmaceutical preparations
THIS CERTIFICATE OF AMENDMENT (the “Certificate”) is provided by RELYPSA, INC., a Delaware corporation (the “Company”) to TriplePoint Capital LLC, the holder of a warrant to purchase 450,000 shares of the Company’s Series A Preferred Stock (“Series A Preferred”) pursuant to that certain Plain English Warrant Agreement dated as of May 22, 2008 (the “Warrant”). Unless otherwise defined, any capitalized terms in this Certificate shall have the same meanings assigned to such terms in the Warrant.
Re: Transition Employment TermsRelypsa Inc • August 2nd, 2013 • Pharmaceutical preparations • California
This letter agreement amends and restates that certain offer letter entered into between you and Relypsa, Inc. (the “Company”) dated October 18, 2007. Your continued employment by the Company shall be governed by the following terms and conditions (this “Agreement”).
SEPARATION AND CONSULTING AGREEMENTSeparation and Consulting Agreement • August 2nd, 2013 • Relypsa Inc • Pharmaceutical preparations • California
THIS SEPARATION AND CONSULTING AGREEMENT, is made and entered into as of this 9th day of May, 2013 (this “Agreement”), by and between Relypsa, Inc., a Delaware corporation (the “Company”) and Gerrit Klaerner (the “Consultant”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 2nd, 2013 • Relypsa Inc • Pharmaceutical preparations • California
This Amendment, dated March 11, 2013 (the “Amendment”), to the employment agreement, dated October 25, 2012 (the “Agreement”), by and between Relypsa, Inc. (the “Company”) and Gerrit Klaerner (the “Executive”). Terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement.
April 26, 2013 BY EMAIL John OrwinAnd Inventions Agreement • August 2nd, 2013 • Relypsa Inc • Pharmaceutical preparations • California
We are pleased to extend to you an offer to join Relypsa, Inc. (the “Company”) as our Chief Executive Officer. The following terms apply and will constitute your employment agreement with the Company (the “Agreement”).
