LOCK-UP AGREEMENTLock-Up Agreement • July 14th, 2014 • InterWest Partners IX, LP • Pharmaceutical preparations
Reference is hereby made to that certain Agreement and Plan of Merger and Reorganization, dated as of June [ ], 2014 (as the same may be amended from time to time, the “Merger Agreement”), by and among Transcept Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Tigris Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Tigris, Tigris Acquisition Sub, LLC, a Delaware limited liability company, and Paratek Pharmaceuticals, Inc., a Delaware corporation. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
SUPPORT AGREEMENTSupport Agreement • July 14th, 2014 • InterWest Partners IX, LP • Pharmaceutical preparations • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of June [ ], 2014, is by and among [P] (“Potomac”), and the individual set forth on Schedule A hereto (the “Stockholder”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: TRANSCEPT PHARMACEUTICALS, INC., a Delaware corporation; TIGRIS MERGER SUB, INC., a Delaware corporation; TIGRIS ACQUISITION SUB, LLC, a Delaware limited liability company; and PARATEK...Merger Agreement • July 14th, 2014 • InterWest Partners IX, LP • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of June 30, 2014, by and among TRANSCEPT PHARMACEUTICALS, INC., a Delaware corporation (“Tigris”), TIGRIS MERGER SUB, INC., a Delaware corporation (“Merger Sub”), TIGRIS ACQUISITION SUB, LLC, a single member Delaware limited liability company (“Merger LLC”), and PARATEK PHARMACEUTICALS, INC., a Delaware corporation (“Potomac”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
SUBSCRIPTION AGREEMENTSubscription Agreement • July 14th, 2014 • InterWest Partners IX, LP • Pharmaceutical preparations • Delaware
This SUBSCRIPTION AGREEMENT (this “Agreement”) is dated as of [ ], 2014, by and among Paratek Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser listed on Annex A hereto and a signatory hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
