AMENDED AND RESTATED NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 18th, 2017 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of March 31, 2017 (the “Effective Date”), by and among Napo Pharmaceuticals, Inc., a Delaware Corporation (“Napo” or the “Company”), Kingdon Associates (“Kingdon Associates”), M. Kingdon Offshore Master Fund L.P. (“Kingdon Offshore Master Fund”), Kingdon Family Partnership, L.P. (“Kingdon Family Partnership”), and Kingdon Credit Master Fund L.P. (“Kingdon Credit Master Fund” and, together with Kingdon Associates, Kingdon Offshore Master Fund, Kingdon Family Partnership and any other party purchasing Notes (as defined below) pursuant to this Agreement, collectively, the “Purchasers” and each, a “Purchaser”). This Agreement shall amend and restate that certain Note Purchase Agreement, dated December 30, 2016 (the “Original Effective Date”), by and among the Company and the Purchasers (the “Original Agreement”).
DEBT SETTLEMENT AGREEMENTDebt Settlement Agreement • April 18th, 2017 • Jaguar Animal Health, Inc. • Pharmaceutical preparations
THIS DEBT SETTLEMENT AGREEMENT (“Agreement”) dated this 31st day of March, 2017 (the “Agreement Date”), is made and entered into between Dan Becka (“Becka”) Napo Pharmaceuticals, Inc., a Delaware corporation (“Company”).
LIMITED SUBORDINATION AGREEMENTLimited Subordination Agreement • April 18th, 2017 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • New York
THIS LIMITED SUBORDINATION AGREEMENT (this “Agreement”) is entered into as of December 30, 2016, by and among (i) Napo Pharmaceuticals, Inc., a Delaware corporation (the “Borrower”), (ii) Kingdon Capital Management, L.L.C., in its capacity as agent under the Kingdon Security Agreement (in such capacity, the “Kingdon Agent”) and in its capacity as purchaser under the Kingdon Note Purchase Agreement (“Kingdon”) and the other purchasers of notes from time to time under the Kingdon Note Purchase Agreement (together with Kingdon, the “Kingdon Purchasers,” and together with the Kingdon Agent and each of their successors and assigns, the “Kingdon Parties”), (iii) Nantucket Investments Limited, in its capacities as administrative agent and collateral agent under the Nantucket Financing Agreement (in such capacities, the “Administrative Agent” and the “Collateral Agent,” as applicable, and together the “Agents”), (iv) the lenders under the Nantucket Financing Agreement party hereto, (v) Dorsar
FORM OF RESTRICTED STOCK UNIT INDEMNIFICATION AND FORFEITURE AGREEMENTRestricted Stock Unit Indemnification and Forfeiture Agreement • April 18th, 2017 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • Delaware
THIS RESTRICTED STOCK UNIT INDEMNIFICATION AND FORFEITURE AGREEMENT (“Agreement”) is entered into effective as of , 2017, by and among Jaguar Animal Health, Inc., a Delaware corporation (“Jaguar”), Napo Pharmaceuticals, Inc., a Delaware corporation (“Napo”) and the holder of Napo RSUs (as defined below) whose signature is set forth on the signature page hereto (the “Participant”).
DEBT AND WARRANT SETTLEMENT AGREEMENTDebt and Warrant Settlement Agreement • April 18th, 2017 • Jaguar Animal Health, Inc. • Pharmaceutical preparations
THIS DEBT AND WARRANT SETTLEMENT AGREEMENT (“Agreement”) dated this 31st day of March, 2017 (the “Agreement Date”), is made and entered into by and among (i) Dorsar Investment Company (together with all affiliates, collectively referred to herein as “Dorsar”), (ii) Alco Investment Company (“Alco”), (iii) Two Daughters LLC (“Two Daughters” and, together with Dorsar and Alco, collectively, the “Feinberg Parties” and each, individually, a “Feinberg Party”), (iv) Agent (as defined below) and (v) Napo Pharmaceuticals, Inc., a Delaware corporation (“Company”).
FORM OF ESCROW AGREEMENTEscrow Agreement • April 18th, 2017 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of , 2017, by and among Jaguar Animal Health, Inc., a Delaware corporation, (“Jaguar”), Nantucket Investments Limited, a company organized under the laws of Guernsey (“Nantucket” and, together with Jaguar, sometimes referred to individually as a “Party” and collectively as the “Parties”), and Citibank, National Association, as escrow agent (the “Escrow Agent”). Capitalized terms not defined herein shall have the meanings assigned to them in that certain Investor Rights Agreement, dated as of March 31, 2017 (as may be amended from time to time, the “Investor Rights Agreement”), by and between Jaguar and Nantucket.
SECURITY AGREEMENTSecurity Agreement • April 18th, 2017 • Jaguar Animal Health, Inc. • Pharmaceutical preparations
This SECURITY AGREEMENT dated as of December 30, 2016 (this “Security Agreement”), is executed by and among Napo Pharmaceuticals, Inc., a Delaware corporation (“Napo”), Kingdon Capital Management, L.L.C. (“Agent”), as agent for each of the parties set forth on Exhibit A attached hereto (the “Purchasers”) and the Purchasers.
SETTLEMENT AND DISCOUNTED PAYOFF AGREEMENTSettlement and Discounted Payoff Agreement • April 18th, 2017 • Jaguar Animal Health, Inc. • Pharmaceutical preparations
THIS SETTLEMENT AND DISCOUNTED PAYOFF AGREEMENT (“Agreement”) dated this 31st day of March, 2017, is made and entered into by and among (i) the lenders party to that certain Financing Agreement dated as of October 10, 2014 (as amended, modified or supplemented prior to the date hereof, the “Financing Agreement”) by and among such lenders (the “Lenders”), Nantucket Investments Limited, a company organized under the laws of Guernsey (in its individual capacity, “Nantucket”) as Collateral Agent and Administrate Agent for such Lenders (“Agent”), and Napo Pharmaceuticals, Inc., a Delaware corporation (“Borrower”), (ii) Agent and (iii) Borrower.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 18th, 2017 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • Delaware
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of March 1, 2017 (the “Effective Date”), by and among Napo Pharmaceuticals, Inc., a Delaware Corporation (“Napo” or the “Company”) and each party identified on the signature pages hereto as a purchaser of the Notes (as defined below) pursuant to this Agreement, collectively, the “Purchasers” and each, a “Purchaser”).
DEBT SETTLEMENT AGREEMENTDebt Settlement Agreement • April 18th, 2017 • Jaguar Animal Health, Inc. • Pharmaceutical preparations
THIS DEBT SETTLEMENT AGREEMENT (“Agreement”) dated this 31st day of March, 2017 (the “Agreement Date”), is made and entered into between Boies Schiller Flexner LLP (“Boies Schiller”) Napo Pharmaceuticals, Inc., a Delaware corporation (“Company”).
