ContractWarrant Agreement • July 8th, 2013 • Conatus Pharmaceuticals 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.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 8th, 2013 • Conatus Pharmaceuticals Inc • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of July 3, 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, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and CONATUS PHARMACEUTICALS INC., a Delaware corporation with offices located at 4365 Executive Drive, Suite 200, San Diego, California 92121 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows
] Shares CONATUS PHARMACEUTICALS INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 8th, 2013 • Conatus Pharmaceuticals Inc • Pharmaceutical preparations • New York
Conatus Pharmaceuticals Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of [ ] shares (the “Firm Shares”) of the common stock, par value $0.0001 per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional [ ] shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 8th, 2013 • Conatus Pharmaceuticals Inc • Pharmaceutical preparations
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into effective as of July 2, 2013, by and between Alfred P. Spada, Ph.D. (“Employee”) and Conatus Pharmaceuticals Inc., a Delaware corporation (the “Company”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 8th, 2013 • Conatus Pharmaceuticals Inc • Pharmaceutical preparations
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into effective as of July 2, 2013, by and between Gary Burgess, M.B., Ch.B. M.Med. (“Employee”) and Conatus Pharmaceuticals Inc., a Delaware corporation (the “Company”).
FOURTH AMENDMENTLease Agreement • July 8th, 2013 • Conatus Pharmaceuticals Inc • Pharmaceutical preparations
THIS FOURTH AMENDMENT (the “Amendment”) is made and entered into as of June 25, 2013, by and between PACIFICA TOWER LLC, a Delaware limited liability company (“Landlord”) and CONATUS PHARMACEUTICALS INC., a Delaware corporation (“Tenant”).
CONATUS PHARMACEUTICALS INC. AND PFIZER INC. AMENDMENT TO PROMISSORY NOTEPromissory Note • July 8th, 2013 • Conatus Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS AMENDMENT TO PROMISSORY NOTE (this “Amendment”) is made and entered into as of July 3, 2013, by and between CONATUS PHARMACEUTICALS INC. (“Maker”), and PFIZER INC. (“Payee”), the holder of that certain Promissory Note (“Promissory Note”) dated July 29, 2010 in the principal amount of $1,000,000 issued by Maker to Payee. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Promissory Note.
