PROMISSORY NOTERetrophin, Inc. • November 15th, 2013 • Pharmaceutical preparations • New York
FOR VALUE RECEIVED, MSMB CAPITAL MANAGEMENT, LP (“MSMB Capital LP”), a Delaware limited partnership, MSMB CAPITAL MANAGEMENT LLC (“MSMB Capital LLC”), a Delaware limited liability company, MSMB HEALTHCARE LP (“MSMB Healthcare”), a Delaware limited partnership, MSMB HEALTHCARE INVESTORS LLC (“MSMB Investors”), a Delaware limited liability company, MSMB HEALTHCARE MANAGEMENT LLC (“MSMB Management” and, jointly and severally with MSMB Capital LP, MSMB Capital LLC, MSMB Healthcare and MSMB Investors, the “Borrowers”), a Delaware limited liability company, promises to pay to the order of Retrophin, Inc., (the “Lender”), a Delaware corporation, this Promissory Note (including all modifications, substitutions, renewals or extensions hereof, this "Note"), the principal sum of [__________] Dollars ($[__________]) together with interest on the unpaid principal balance at the rate and on the terms provided herein.
SETTLEMENT AND RELEASE AGREEMENTSettlement and Release Agreement • November 15th, 2013 • Retrophin, Inc. • Pharmaceutical preparations • New York
THIS SETTLEMENT AND RELEASE AGREEMENT (the “Agreement”) is made and entered into as of [_______________], 2013 by and among [_____________] (“Releasor”), MARTIN SHKRELI (“Shkreli”), MSMB CAPITAL MANAGEMENT, LP (“MSMB Capital LP”), a Delaware limited partnership, MSMB CAPITAL MANAGEMENT LLC (“MSMB Capital LLC”), a Delaware limited liability company, MSMB HEALTHCARE LP (“MSMB Healthcare”), a Delaware limited partnership, MSMB HEALTHCARE INVESTORS LLC (“MSMB Investors”), a Delaware limited liability company, MSMB HEALTHCARE MANAGEMENT LLC (“MSMB Management” and, together with MSMB Capital LP, MSMB Capital LLC, MSMB Healthcare and MSMB Investors, the “MSMB Entities”), a Delaware limited liability company, and RETROPHIN, INC. (“Retrophin”), a Delaware corporation. Releasor, Shkreli, the MSMB Entities and Retrophin are at times referred to collectively as the “Parties” or as “Party” in this Agreement.
