Shares ARYX THERAPEUTICS, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • October 23rd, 2007 • ARYx Therapeutics, Inc. • Pharmaceutical preparations • New York
Loan and Security AgreementLoan and Security Agreement • October 23rd, 2007 • ARYx Therapeutics, Inc. • Pharmaceutical preparations • California
OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Option Agreement • October 23rd, 2007 • ARYx Therapeutics, Inc. • Pharmaceutical preparations
Pursuant to your Option Grant Notice (“Grant Notice”) and this Option Agreement, ARYx Therapeutics, Inc. (the “Company”) has granted you an option under its 2007 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
COMMITMENT TWO WARRANTPreferred Stock Purchase Warrant • October 23rd, 2007 • ARYx Therapeutics, Inc. • Pharmaceutical preparations • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.
ARYX THERAPEUTICS, INC. 2007 NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN OPTION AGREEMENT (NONSTATUTORY STOCK OPTION)Option Agreement (Nonstatutory Stock Option) • October 23rd, 2007 • ARYx Therapeutics, Inc. • Pharmaceutical preparations
Pursuant to your Option Grant Notice (“Grant Notice”) and this Option Agreement, ARYx Therapeutics, Inc. (the “Company”) has granted you an option under its 2007 Non-Employee Directors’ Stock Option Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
