FORM OF EXCHANGE AGREEMENTForm of Exchange Agreement • June 24th, 2020 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of June 24, 2020, is entered into by and among La Jolla Pharmaceutical Company, a California corporation (“Parent”), TTP Merger Sub, Inc., 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).
EXHIBIT D FORM OF CONTINGENT VALUE RIGHTS AGREEMENTValue Rights Agreement • June 24th, 2020 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●], 2020 (this “Agreement”), is entered into by and between La Jolla Pharmaceutical Company, a California corporation (“Parent”), and [●]1, as Rights Agent (the “Rights Agent”).
