EXHIBIT D FORM OF CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • June 4th, 2020 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [_____], 2020 (this “Agreement”), is entered into by and between Melinta Therapeutics, Inc., a Delaware corporation (“Parent”), and [____]1, as Rights Agent (the “Rights Agent”).
FORM OF SUPPORT AGREEMENTSupport Agreement • June 4th, 2020 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of June 4, 2020, is entered into by and among Melinta Therapeutics, Inc., a Delaware corporation (“Parent”), Toronto Transaction Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and each of the stockholders of Tetraphase Pharmaceuticals, Inc. set forth on Schedule A hereto (each, a “Stockholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
FORM OF EXCHANGE AGREEMENTExchange Agreement • June 4th, 2020 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of June 4, 2020, is entered into by and among Melinta Therapeutics, Inc., a Delaware corporation (“Parent”), Toronto Transaction Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and the stockholder of Tetraphase Pharmaceuticals, Inc. set forth on Schedule A hereto (the “Stockholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER among: MELINTA THERAPEUTICS, INC., a Delaware corporation; TORONTO TRANSACTION CORP., a Delaware corporation; and TETRAPHASE PHARMACEUTICALS, INC., a Delaware corporation Dated as of June 4, 2020Merger Agreement • June 4th, 2020 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 4, 2020, by and among MELINTA THERAPEUTICS, INC., a Delaware corporation (“Parent”); TORONTO TRANSACTION CORP., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”); and TETRAPHASE PHARMACEUTICALS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
