EVOFEM BIOSCIENCES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 15th, 2017 • Neothetics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (the “Agreement”) is made as of [ ], by and between Evofem Biosciences, Inc., a Delaware corporation (the “Company”), and [name] (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 15th, 2017 • Neothetics, Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of November 25, 2015, by and among Evofem Holdings, Inc., a Delaware corporation (the “Company”) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
FIRST AMENDMENT TO STOCKHOLDER AGREEMENTStockholder Agreement • November 15th, 2017 • Neothetics, Inc. • Pharmaceutical preparations
This FIRST AMENDMENT TO STOCKHOLDER AGREEMENT (this “Amendment”) is made and entered into as of July 13, 2016, by and among Evofem Holdings, Inc., a Delaware corporation (the “Company”), Joseph D. Pike (“Pike”), Thomas F. Darden, II (“Darden”), Woodford Investment Management LLP, as agent for and on behalf of each of CF Woodford Equity Income Fund, a sub fund of CF Woodford Investment Fund, and Woodford Patient Capital Trust Plc (“WIM”) and Invesco Asset Management Limited, as agent for and on behalf of each of the Invesco Perpetual High Income Fund, a sub fund of the Invesco Perpetual UK Investment Series Investment Company with Variable Capital (ICVC) (Company No. IC000231) (the “IPHI Fund”), and the Invesco Perpetual Income Fund, a sub fund of the Invesco Perpetual UK 2 Investment Series Investment Company with Variable Capital (ICVC) (Company No. IC000221) (the “IPI Fund” and together with the IPHI Fund, “Invesco”), and amends that certain Stockholder Agreement (as amended, the “St
EVOFEM BIOSCIENCES, INC. RESTRICTED STOCK CANCELLATION AGREEMENTRestricted Stock Cancellation Agreement • November 15th, 2017 • Neothetics, Inc. • Pharmaceutical preparations • Delaware
This RESTRICTED STOCK CANCELLATION AGREEMENT (this “Agreement”) is entered into as of this 17th day of October, 2017, by and between Evofem Biosciences, Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) of a Restricted Stock Award, dated September 28, 2016 (the “Restricted Stock Award”), pursuant to which Holder was issued 1,400,000 shares of restricted common stock, $.001 par value, of the Company (the “Company Common Stock”).
EVOFEM, INC. 12400 High Bluff Dr. Suite 600 San Diego, CA 92130 November 16, 2015Severance Agreement • November 15th, 2017 • Neothetics, Inc. • Pharmaceutical preparations
CONSULTING AGREEMENTConsulting Agreement • November 15th, 2017 • Neothetics, Inc. • Pharmaceutical preparations • California
This Consulting Agreement (the “Agreement”) is made and entered into effective as of April 1, 2017 (the “Effective Date”), by and between Evofem Biosciences, Inc., a Delaware corporation (the “Company”), and Thomas Lynch, an individual, (the “Consultant”). The Company and Consultant hereby agree as follows:
VOTING AGREEMENTVoting Agreement • November 15th, 2017 • Neothetics, Inc. • Pharmaceutical preparations • Delaware
This VOTING AGREEMENT (this “Agreement”) is entered into as of [·], by and between Evofem Biosciences, Inc., a Delaware corporation formerly known as Neothetics, Inc. (the “Company”), and [·] (“Manager”), acting as agent for and on behalf of its discretionary managed clients identified on Annex A hereto (the “Funds”).
EVOFEM BIOSCIENCES, INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • November 15th, 2017 • Neothetics, Inc. • Pharmaceutical preparations • Delaware
This Warrant is being issued to Holder in accordance with the terms of that certain Securities Purchase Agreement, dated October 17, 2017, by and among Neothetics, Inc., a Delaware corporation (“Neothetics”), Evofem and Holder (the “Securities Purchase Agreement”)
EVOFEM BIOSCIENCES, INC. RESTRICTED STOCK UNIT AWARD CANCELLATION AGREEMENTRestricted Stock Unit Award Cancellation Agreement • November 15th, 2017 • Neothetics, Inc. • Pharmaceutical preparations • Delaware
This RESTRICTED STOCK UNIT AWARD CANCELLATION AGREEMENT (this “Agreement”) is entered into as of this 17th day of October, 2017, by and between Evofem Biosciences, Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) of a Restricted Stock Unit Award, dated October 13, 2016 (the “Restricted Unit Award”), to acquire 100,000 shares of common stock, $.001 par value, of the Company (the “Company Common Stock”).
CONSENT TO SUB-SUBLEASEConsent to Sub-Sublease • November 15th, 2017 • Neothetics, Inc. • Pharmaceutical preparations • California
THIS CONSENT TO SUB-SUBLEASE (this “Agreement”) is made as of January 30, 2015, by and among KILROY REALTY, L.P., a Delaware limited partnership (“Landlord”), RELATIONAL INVESTORS LLC, a Delaware limited liability company (“Tenant”), EVOFEM, INC., a Delaware corporation (“Subtenant”), and WOMANCARE GLOBAL TRADING, INC., a Delaware corporation (“Sub-subtenant”), and is made with regard to the following facts and objectives:
Re: Payment of certain fees associated with the Agreement and Plan of Merger and ReorganizationSide Letter • November 15th, 2017 • Neothetics, Inc. • Pharmaceutical preparations
This Side Letter (“Side Letter”) is entered into by and between Evofem Biosciences, Inc. (“Evofem”) and Woodford Investment Management Limited (“WIM”), acting as agent for and on behalf of each CF Woodford Equity Income Fund, a sub fund of CF Woodford Investment Fund, Omnis Income & Growth Fund, a sub fund of Omnis Portfolio Investments ICVC, and Woodford Patient Capital Trust Plc, as of the date first written above.
SECOND AMENDMENT TO STOCKHOLDER AGREEMENTStockholder Agreement • November 15th, 2017 • Neothetics, Inc. • Pharmaceutical preparations
This SECOND AMENDMENT TO STOCKHOLDER AGREEMENT (this “Amendment”) is made and entered into as of July 28, 2017, by and among Evofem Biosciences, Inc., a Delaware corporation (the “Company”), Joseph D. Pike (“Pike”), Thomas F. Darden, II (“Darden”), Woodford Investment Management Limited, as agent for and on behalf of each of CF Woodford Equity Income Fund, a sub fund of CF Woodford Investment Fund (“WEIF”), Omnis Income & Growth Fund, a sub fund of Omnis Portfolio Investments ICVC (“Omnis”) and Woodford Patient Capital Trust Plc (“WPCT”; collectively with WEIF and Omnis, “WIM”) and Invesco Asset Management Limited, as agent for and on behalf of each of the Invesco Perpetual High Income Fund, a sub fund of the Invesco Perpetual UK Investment Series Investment Company with Variable Capital (ICVC) (Company No. IC000231) (the “IPHI Fund”), and the Invesco Perpetual Income Fund, a sub fund of the Invesco Perpetual UK 2 Investment Series Investment Company with Variable Capital (ICVC) (Compa
SERIES D PREFERRED STOCK PURCHASE AGREEMENTSeries D Preferred Stock Purchase Agreement • November 15th, 2017 • Neothetics, Inc. • Pharmaceutical preparations • Delaware
or affairs of the Company with respect to such Warrant Shares, except as otherwise provided herein. Notwithstanding the foregoing, the Holder shall be entitled to one (1) vote and shall vote with the holders of common stock of the Company (“Common Stock”) on all matters submitted to the vote or written consent of the holders of Common Stock.
CONFIDENTIAL TREATMENT REQUESTED AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • November 15th, 2017 • Neothetics, Inc. • Pharmaceutical preparations • Illinois
This Amended and Restated License Agreement (the “Agreement”) is made and effective as of the Effective Date as defined below by and between Evofem, Inc. having a principal place of business at 8910 University Center Lane, Suite 120, San Diego, California 92122 (LICENSEE), and Rush University Medical Center, a not-for-profit corporation having a principal place of business at 1700 West Van Buren Street, Suite 301, Chicago, Illinois 60612-2734 (RUSH) and amends and restates in its entirety that certain License Agreement dated January 9, 2003 between the parties’ respective predecessors-in-interest, Instead, Inc. and Rush-Presbyterian-St. Luke’s Medical Center, and as amended by that certain Addendum to License Agreement dated February 6, 2012 (the “Prior Agreement”).
FIRST AMENDMENT TO SUBLEASESublease • November 15th, 2017 • Neothetics, Inc. • Pharmaceutical preparations
This FIRST AMENDMENT TO SUBLEASE (this “Amendment”) is made and entered into as of February 22, 2017, by and between EVOFEM, INC., a Delaware corporation (“Sublandlord”), and WOMANCARE GLOBAL TRADING INC., a Delaware corporation (“Subtenant”), and amends that certain Sublease (as amended, the “Sublease”), dated as of January 30, 2015, by and between Sublandlord and Subtenant.
EVOFEM HOLDINGS, INC. STOCKHOLDER AGREEMENTStockholder Agreement • November 15th, 2017 • Neothetics, Inc. • Pharmaceutical preparations • Delaware
THIS STOCKHOLDER AGREEMENT (the “Agreement”) is made and entered into as of November 25, 2015, by and among Evofem Holdings, Inc., a Delaware corporation (the “Company”) and the holders of the Company’s outstanding capital stock listed on Exhibit A hereto and such other persons who shall hereafter become parties to this Agreement pursuant to the terms of this Agreement, at which time Exhibit A shall be amended to include any such persons and such persons shall execute the Joinder Agreement set forth on Exhibit C (individually, a “Stockholder” and collectively, the “Stockholders”). This Agreement has been entered into with respect to the following facts:
FIRST AMENDMENT TO SERIES D PREFERRED STOCK PURCHASE AGREEMENTSeries D Preferred Stock Purchase Agreement • November 15th, 2017 • Neothetics, Inc. • Pharmaceutical preparations • Delaware
This FIRST AMENDMENT TO SERIES D PREFERRED STOCK PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of July 28, 2017, by and among Evofem Biosciences, Inc. (f/k/a Evofem Holdings, Inc.), a Delaware corporation (the “Company”) and Woodford Investment Management Limited, as agent for and on behalf of each of Woodford Patient Capital Trust Plc, CF Woodford Equity Income Fund, a sub fund of CF Woodford Investment Fund, and Omnis Income & Growth Fund, a sub fund of Omnis Portfolio Investments ICVC (“WIM”), and amends that certain Series D Preferred Stock Purchase Agreement (as amended, the “Purchase Agreement”), dated as of July 13, 2016, by and between the Company and WIM. The Company and WIM are sometimes referred to herein together as the “Parties.”
EVOFEM BIOSCIENCES, INC. RESTRICTED STOCK CANCELLATION AGREEMENTRestricted Stock Cancellation Agreement • November 15th, 2017 • Neothetics, Inc. • Pharmaceutical preparations • Delaware
This RESTRICTED STOCK CANCELLATION AGREEMENT (this “Agreement”) is entered into as of this 17th day of October, 2017, by and between Evofem Biosciences, Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) of the Restricted Stock Awards, each dated September 28, 2016 (the “Restricted Stock Awards”), pursuant to which Holder was issued an aggregate total of 3,259,091 shares of restricted common stock, $.001 par value, of the Company (the “Company Common Stock”).
SUBLEASE GUARANTYSublease Guaranty • November 15th, 2017 • Neothetics, Inc. • Pharmaceutical preparations • California
THIS SUBLEASE GUARANTY (“Guaranty”) is made by EvoMed LLC, a Delaware limited liability company (“Guarantor”) in favor of RELATIONAL INVESTORS LLC, a Delaware limited liability company (“Sublandlord”) in connection with that certain Office Sublease dated January 30, 2015 the “Sublease”) pursuant to which Sublandlord is to sublease to EVOFEM INC., a Delaware corporation (“Subtenant”) certain premises located at 12400 High Bluff Drive, Suite 600, San Diego, California (the “Subpremises”).
AMENDED AND RESTATED WARRANT TO PURCHASE COMMON STOCK OF NEOTHETICS, INC.Warrant Agreement • November 15th, 2017 • Neothetics, Inc. • Pharmaceutical preparations • Delaware
This WARRANT (the “Warrant”) is issued to [·] (the “Holder”), as agent for and on behalf of [·] (the “Fund”), or its registered assigns, by Neothetics, Inc., a Delaware corporation (the “Company”), pursuant to Section 1.6(f) of that certain Agreement and Plan of Merger and Reorganization, dated October 17, 2017, by and among Evofem Biosciences, Inc., a Delaware corporation (“Evofem”), Nobelli Merger Sub, Inc., a Delaware corporation, and the Company (the “Merger Agreement”). Capitalized terms used but not defined in this Warrant have the meanings assigned to such terms in the Merger Agreement. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange hereof as provided herein.
