0001193125-13-183520 Sample Contracts

SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • April 30th, 2013 • Aratana Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (the “Agreement”) is made and entered into as of December 28, 2012, by and among ARATANA THERAPEUTICS, INC., a Delaware corporation (the “Company”), each of the holders of Series C Preferred Stock (as defined below) listed on Exhibit A hereto (the “Series C Preferred Holders”), each of the holders of Series B Preferred Stock (as defined below) listed on Exhibit B hereto (the “Series B Preferred Holders”), each of the holders of Series A Preferred Stock (as defined below) listed on Exhibit C hereto (the “Series A Preferred Holders”), each of the holders of Series A-1 Preferred Stock (as defined below) listed on Exhibit D hereto (the “Series A-1 Preferred Holders” and, together with the Series B Preferred Holders and the Series A Preferred Holders, the “Preferred Holders”), each of the holders of Common Stock (as defined below) listed on Exhibit E hereto (the “Common Holders” and collectively with the Series A Preferred Holders and

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SECOND AMENDED AND RESTATED| INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • April 30th, 2013 • Aratana Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 28, 2012, by and among ARATANA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and the investors set forth on the Schedule of Investors attached hereto as Exhibit A (each, an “Investor” and collectively, the “Investors”).

ARATANA THERAPEUTICS, INC. AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • April 30th, 2013 • Aratana Therapeutics, Inc. • Pharmaceutical preparations

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of April 29, 2013, by and between ARATANA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and Louise Mawhinney (the “Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Original Agreement (as defined below).

ARATANA THERAPEUTICS, INC. AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • April 30th, 2013 • Aratana Therapeutics, Inc. • Pharmaceutical preparations

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of April 29, 2013, by and between ARATANA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and Ernst Heinen (the “Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Original Agreement (as defined below).

ARATANA THERAPEUTICS, INC. AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • April 30th, 2013 • Aratana Therapeutics, Inc. • Pharmaceutical preparations

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of April 29, 2013, by and between ARATANA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and Linda Rhodes (the “Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Original Agreement (as defined below).

ARATANA THERAPEUTICS, INC. AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • April 30th, 2013 • Aratana Therapeutics, Inc. • Pharmaceutical preparations

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of April 26, 2013, by and between ARATANA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and Steven St. Peter (the “Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Original Agreement (as defined below).

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