INDEMNIFICATION AGREEMENTIndemnification Agreement • January 28th, 2014 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of between AQUINOX PHARMACEUTICALS (USA) INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
To: David Main [Address] Re: Employment AgreementEmployment Agreement • January 28th, 2014 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • British Columbia
This Agreement contains the terms and conditions of your employment with Aquinox Pharmaceuticals Inc. These terms of employment will commence on the Commencement Date and will continue until terminated in accordance with the provisions of this Agreement.
SECURITY AGREEMENTSecurity Agreement • January 28th, 2014 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • British Columbia
AQUINOX PHARMACEUTICALS INC., a Canadian corporation incorporated under the federal laws of Canada and having its chief executive office at Suite 430, 5600 Parkwood Way, Richmond, British Columbia V6V 2M2
AMENDED AND RESTATED QUALIFICATION AND REGISTRATION RIGHTS AGREEMENTQualification and Registration Rights Agreement • January 28th, 2014 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • British Columbia
WHEREAS, in connection with the execution and delivery of that certain Stock Subscription Agreement dated as of March 19, 2013 by and among the Company, the Canadian Company (as defined below) and certain of the Investors (the “Subscription Agreement”), the Company shall issue and sell shares of Series C Preferred Stock (as defined below) to certain of the Investors and the Canadian Company shall issue and sell Class C Exchangeable Shares (as defined below) to certain of the Investors;
LOAN AGREEMENTLoan Agreement • January 28th, 2014 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • British Columbia
THIS LOAN AGREEMENT (this “Agreement”) dated as of October 23, 2013 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and AQUINOX PHARMACEUTICALS INC., a Canadian federal corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
AMENDED & RESTATED SHAREHOLDERS’ AGREEMENTShareholder Agreements • January 28th, 2014 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • British Columbia
SECURITY AGREEMENTSecurity Agreement • January 28th, 2014 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • California
This Security Agreement (this “Agreement”) is entered into as of October 23, 2013, by and between SILICON VALLEY BANK (“Bank”) and AQUINOX PHARMACEUTICALS (USA) INC., a Delaware corporation (“Pledgor”).
SCHEDULE A AQUINOX PHARMACEUTICALS INC. AQUINOX PHARMACEUTICALS (USA) INC. OPTION AGREEMENTOption Agreement • January 28th, 2014 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations
THIS AGREEMENT (the “Option Agreement”), made on the date set forth below, by and between AQUINOX PHARMACEUTICALS INC., a corporation incorporated under the federal laws of Canada (“Aquinox Canada”), AQUINOX PHARMACEUTICALS (USA) INC., a Delaware corporation (“Aquinox US”), and the Optionee named below, pursuant to the Aquinox Joint Canadian Stock Option Plan dated as of June 8, 2007, as amended from time to time (the “Plan”), a copy of which is attached hereto. Capitalized terms not otherwise defined herein have the meaning as set forth in the Plan.
AMENDMENT NO. 2 TO SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • January 28th, 2014 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • British Columbia
THIS AMENDMENT NO. 2 TO SHAREHOLDERS’ AGREEMENT (this “Agreement”) is dated for reference as of November 18, 2013 among Aquinox Pharmaceuticals Inc. (the “Canadian Company”), Aquinox Pharmaceuticals (USA) Inc. (the “U.S. Company”) and certain shareholders of the Canadian Company and U.S. Company identified as such on the signature page thereto (the “Shareholders”).
ContractAsset Purchase Agreement • January 28th, 2014 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • British Columbia
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
ContractWarrant Agreement • January 28th, 2014 • Aquinox 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 FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
AMENDED & RESTATED EXCHANGE AGREEMENTExchange Agreement • January 28th, 2014 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • British Columbia
NOW THEREFORE in consideration of the covenants and agreements provided in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties agree as follows:
AMENDMENT TO SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • January 28th, 2014 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • British Columbia
THIS AMENDMENT AGREEMENT is dated for reference as of June 25, 2013 among Aquinox Pharmaceuticals Inc. (the “Canadian Company”), Aquinox Pharmaceuticals (USA) Inc. (the “U.S. Company”) and certain shareholders of the Canadian Company and U.S. Company identified as such on the signature page thereto (the “Shareholders”).
AQUINOX PHARMACEUTICALS, INC. OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION) (U.S. OPTIONHOLDERS)Option Agreement • January 28th, 2014 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • Delaware
Pursuant to your Stock Option Grant Notice (“Grant Notice”), this Option Agreement, Aquinox Pharmaceuticals, Inc. (the “Company”) has granted you an option under its 2014 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. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
AMENDMENT NO. 3 TO SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • January 28th, 2014 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • British Columbia
THIS AMENDMENT NO. 3 TO SHAREHOLDERS’ AGREEMENT (this “Agreement”) is dated for reference as of January 27, 2014 among Aquinox Pharmaceuticals Inc. (the “Canadian Company”), Aquinox Pharmaceuticals (USA) Inc. (the “U.S. Company”) and certain shareholders of the Canadian Company and U.S. Company identified as such on the signature page thereto (the “Shareholders”).
