Supernus Pharmaceuticals, Inc. [ ] Shares Common Stock ($0.001 par value) Underwriting AgreementSupernus Pharmaceuticals Inc • April 11th, 2012 • Pharmaceutical preparations • New York
Supernus Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [ ] shares of common stock, $0.001 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [ ] additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as
AMENDMENT NO. 2 TO INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 11th, 2012 • Supernus Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This AMENDMENT NO. 2 TO INVESTOR RIGHTS AGREEMENT (this “Amendment”) is made as of April 6, 2012, by and among Supernus Pharmaceuticals, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and the holders of at least a majority (the “Investors”) of shares of Series A Convertible Preferred Stock, par value $0.001 per share. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Investor Rights Agreement (as defined below).
STOCKHOLDERS’ VOTING AGREEMENTStockholders’ Voting Agreement • April 11th, 2012 • Supernus Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
STOCKHOLDERS’ VOTING AGREEMENT made this 22nd day of December, 2005 by and among (i) Supernus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), (ii) holders of Common Stock or options to acquire Common Stock whose names are set forth under the heading “Holders” on Exhibit A hereto and each person (other than an Investor) who shall, after the date hereof, acquire shares of Common Stock and join in and become a party to this Agreement by executing and delivering to the Company an Instrument of Accession in the form of Exhibit B hereto (the persons described in this clause (ii) being referred to collectively as the “Holders” and singularly as a “Holder”) and (iii) those persons whose names are set forth under the heading “Investors” on Exhibit A hereto and each person who shall, after the date hereof, acquire shares of Series A Preferred Stock and join in and become a party to this Agreement by executing and delivering to the Company an Instrument of Accession in the form of
SUPERNUS PHARMACEUTICALS, INC. 2012 EQUITY INCENTIVE PLAN SUPERNUS PHARMACEUTICALS, INC. STRONGLY ENCOURAGES YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES. FORM OF TIME-BASED...Based Incentive Stock Option Agreement • April 11th, 2012 • Supernus Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This agreement (the “Agreement”) evidences a stock option granted by Supernus Pharmaceuticals, Inc. (the “Company”) to the undersigned (the “Optionee”), an employee of the Company or one of its subsidiaries, pursuant to and subject to the terms of the Supernus Pharmaceuticals, Inc. 2012 Equity Incentive Plan (the “Plan”), which is incorporated herein by reference.
SUPERNUS PHARMACEUTICALS, INC. 2012 EQUITY INCENTIVE PLAN SUPERNUS PHARMACEUTICALS, INC. STRONGLY ENCOURAGES YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES. FORM OF NON-STATUTORY...Time-Based Stock Option Agreement • April 11th, 2012 • Supernus Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This agreement (the “Agreement”) evidences a stock option granted by Supernus Pharmaceuticals, Inc. (the “Company”) to the undersigned (the “Optionee”), pursuant to and subject to the terms of the Supernus Pharmaceuticals, Inc. 2012 Equity Incentive Plan (the “Plan”), which is incorporated herein by reference.
