ITERUM THERAPEUTICS BERMUDA LIMITED as Notes Issuer AND ITERUM THERAPEUTICS PLC, ITERUM THERAPEUTICS INTERNATIONAL LIMITED, ITERUM THERAPEUTICS US LIMITED, and ITERUM THERAPEUTICS US HOLDING LIMITED as Guarantors AND ITERUM HOLDERS’ REPRESENTATIVE...Indenture • January 17th, 2020 • Iterum Therapeutics PLC • Pharmaceutical preparations • New York
INDENTURE, dated as of January [●], 2020, between Iterum Therapeutics Bermuda Limited, a company formed under the laws of Bermuda, as Notes issuer (the “Company”, as more fully set forth in Section 1.01), ITERUM THERAPEUTICS PLC, a company formed under the laws of Ireland, as guarantor (the “Parent Guarantor”, as more fully set forth in Section 1.01), Iterum Therapeutics International Limited, a company formed under the laws of Ireland, as guarantor (the “Irish Guarantor”), Iterum Therapeutics US Limited, a Delaware corporation, as guarantor (“Iterum U.S. Limited”), Iterum Therapeutics US Holding Limited, a Delaware corporation, as guarantor (“Iterum U.S. Holding” and, together with Parent Guarantor, the Irish Guarantor, Iterum U.S. Limited and any guarantor added pursuant to a supplemental indenture in accordance with Section 10.01(c) hereof, the “Guarantors”), Iterum Holders’ Representative LLC, a Delaware limited liability company, as the representative of the noteholders hereunder
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 17th, 2020 • Iterum Therapeutics PLC • Pharmaceutical preparations • New York
This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January [●], 2020 by and among Iterum Therapeutics Bermuda Limited, a company formed under the laws of Bermuda (the “Company”), Iterum Therapeutics plc, an Irish public limited company (“Iterum”), including as guarantor, Iterum Therapeutics International Limited, a company formed under the laws of Ireland, as guarantor, Iterum Therapeutics US Limited, a company formed under the laws of Delaware, as guarantor, and Iterum Therapeutics US Holding Limited, a company formed under the laws of Delaware, as guarantor (the guarantors other than Iterum, collectively, the “Subsidiary Guarantors” and, together with Iterum, the “Guarantors”) and the “Purchasers” named in that certain Securities Purchase Agreement by and among the Company, the Guarantors and the Purchasers dated as of January 16, 2020 (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase
ITERUM THERAPEUTICS BERMUDA LIMITED, as Notes Issuer AND ITERUM THERAPEUTICS PLC, ITERUM THERAPEUTICS INTERNATIONAL LIMITED, ITERUM THERAPEUTICS US LIMITED and ITERUM THERAPEUTICS US HOLDING LIMITED, as Guarantors AND U.S. BANK NATIONAL ASSOCIATION,...Indenture • January 17th, 2020 • Iterum Therapeutics PLC • Pharmaceutical preparations • New York
INDENTURE, dated as of January [●], 2020, among Iterum Therapeutics Bermuda Limited, a company formed under the laws of Bermuda, as Notes Issuer (the “Company”, as more fully set forth in Section 1.01), Iterum Therapeutics plc, a company formed under the laws of Ireland, as guarantor (“Iterum,” as more fully set forth in Section 1.01), Iterum Therapeutics International Limited, a company formed under the laws of Ireland, as guarantor (the “Irish Guarantor”), Iterum Therapeutics US Limited, a Delaware corporation, as guarantor (“Iterum U.S. Limited”), Iterum Therapeutics US Holding Limited, a Delaware corporation, as guarantor (“Iterum U.S. Holding” and, together with Iterum, the Irish Guarantor, Iterum U.S. Limited and any guarantor added pursuant to a supplemental indenture in accordance with Section 10.01(c) hereof, the “Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01). The Irish Guara
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 17th, 2020 • Iterum Therapeutics PLC • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 16th day of January, 2020, by and between SILICON VALLEY BANK, a California corporation (“Bank”) and ITERUM THERAPEUTICS INTERNATIONAL LIMITED, a company incorporated under the laws of Ireland, with company number 564304 and having its registered office at Block 2, Floor 3, Harcourt Centre, Harcourt Street, Dublin 2 (“Iterum International”), ITERUM THERAPEUTICS US HOLDING LIMITED, a Delaware corporation (“US Holding Limited”), ITERUM THERAPEUTICS US LIMITED, a Delaware corporation (“US Limited”), and ITERUM THERAPEUTICS BERMUDA LIMITED, a company formed under the laws of Bermuda (“Iterum Bermuda”; together with US Limited, Iterum International and US Holding Limited, individually and collectively, jointly and severally, “Borrower”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 17th, 2020 • Iterum Therapeutics PLC • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of January 16, 2020 (the “Agreement Date”), by and among Iterum Therapeutics Bermuda Limited, a company formed under the laws of Bermuda (the “Company”), as issuer, Iterum Therapeutics plc, an Irish public limited company (“Iterum”), as guarantor, Iterum Therapeutics International Limited, a company formed under the laws of Ireland, as guarantor, Iterum Therapeutics US Limited, a company formed under the laws of Delaware, as guarantor, and Iterum Therapeutics US Holding Limited, a company formed under the laws of Delaware, as guarantor (the guarantors other than Iterum, collectively, the “Subsidiary Guarantors” and, together with Iterum, the “Guarantors”) and the Persons set forth on Schedule 1 of this Agreement (together with their successors and assigns, the “Purchasers” and, together with the Company and Iterum, the “Parties”).
