RITTER PHARMACEUTICALS, INC.Stock Option Agreement • March 23rd, 2015 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • California
Unless otherwise defined herein, the terms defined in the 2008 Stock Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
EXECUTIVE SEVERANCE CHANGE IN CONTROL AGREEMENTExecutive Severance and Change in Control Agreement • March 23rd, 2015 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT (the “Agreement”) is made by and between Ritter Pharmaceuticals, Inc. (the “Company”), and Michael D. Step (“Executive”) as of December 2, 2014.
ContractNote Agreement • March 23rd, 2015 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
RITTER PHARMACEUTICALS, INC.Stock Option Agreement • March 23rd, 2015 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • California
Unless otherwise defined herein, the terms defined in the 2008 Stock Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
PUT AND CALL OPTION AGREEMENTPut and Call Option Agreement • March 23rd, 2015 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • Hawaii
THIS PUT AND CALL OPTION AGREEMENT dated as of November 30, 2010 (as modified, amended or restated from time-to-time, the “Agreement”) is by and between KOLU POHAKU MANAGEMENT, LLC, a Delaware limited liability company, with its principal place of business and mailing address at 236 Third Street, Baton Rouge, Louisiana 70801 (together with its successors and assigns, “KPM”), KOLU POHAKU TECHNOLOGIES, LLC, a Delaware limited liability company, with its principal place of business and mailing address at 73-4460 Queen Kaahumanu Highway, #121, Kailua-Kona, Hawaii, 96740 (together with its successors and assigns, “KPT”); and RITTER PHARMACEUTICALS, INC., a Delaware corporation, with its principal place of business and mailing address at 1880 Century Park East, No. 1100, Los Angeles, California 90067 (together with its successors and assigns, “Ritter”). KPM, KPT, and Ritter are referred to collectively as the “Parties” and individually as a “Party” to this Agreement. In consideration of thei
RITTER PHARMACEUTICALS, INC.Stock Option Agreement • March 23rd, 2015 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • California
Unless otherwise defined herein, the terms defined in the 2008 Stock Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
RITTER PHARMACEUTICALS, INC. AMENDMENT NO. 1 TO RESEARCH AND DEVELOPMENT AGREEMENT & LICENSEResearch and Development Agreement & License • March 23rd, 2015 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • Hawaii
This Amendment No. 1 (the “Amendment”) to the Research and Development Agreement & License, dated as of November 17, 2010 (the “Original Agreement”), is made and entered into as of July 6, 2011, pursuant to Section 13.4 of the Original Agreement, by and among KOLU POHAKU TECHNOLOGIES, LLC, a Delaware limited liability company (together with its successors and assigns, “Kolu Pohaku”); KOLU POHAKU MANAGEMENT, LLC, a Delaware limited liability company (together with its successors and assigns, “KPM”); and RITTER PHARMACEUTICALS, INC., a Delaware corporation (together with its successors and assigns, the “Company”). Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Original Agreement.
Ritter Pharmaceuticals, Inc. Series C Preferred Stock and Warrant Purchase AgreementSeries C Preferred Stock and Warrant Purchase Agreement • March 23rd, 2015 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Series C Preferred Stock and Warrant Purchase Agreement (the “Agreement”) is made as of December 4, 2014, by and among Ritter Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and those investors listed on Exhibit A hereto, each of which is herein referred to as an “Investor.”
RITTER PHARMACEUTICALS, INC. AMENDMENT NO. 3 TO RESEARCH AND DEVELOPMENT AGREEMENT & LICENSEResearch and Development Agreement & License • March 23rd, 2015 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • Hawaii
This Amendment No. 3 (the “Amendment”) to the Research and Development Agreement & License, dated as of November 17, 2010, and amended on Tidy 6, 2011, and September 30, 2011 (as amended to date, the “Original Agreement”), is made and entered into as of February 6, 2012, pursuant to Section 13.4 of the Original Agreement, by and among KOLU POHAKU TECHNOLOGIES, LLC, a Delaware limited liability company (together with its successors and assigns, “Kolu Pohaku”); KOLU POHAKU MANAGEMENT, LLC, a Delaware limited liability company (together • with its successors and assigns, “KPM”); and RITTER PHARMACEUTICALS, INC., a Delaware corporation (together with its successors and assigns, the “Company”). Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Original Agreement.
OFFICE LEASE Between DOUGLAS EMMETT 1997, LLC, a Delaware limited liability company as Landlord and RITTER PHARMACEUTICALS, INC., a Delaware corporation as Tenant Date June 25, 2013Office Lease • March 23rd, 2015 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • California
This Office Lease (this “Lease”), dated June 25, 2013, is by and between DOUGLAS EMMETT 1997, LLC, a Delaware limited liability company (“Landlord”), with an office at 808 Wilshire Boulevard, Suite 200, Santa Monica, California 90401, and RITTER PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”), with an office at 1880 Century Park East, Suite 1100, Los Angeles, California 90067.
RITTER PHARMACEUTICALS, INC. AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 23rd, 2015 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • California
This Amendment No. 1 (the “Amendment”) to the Amended and Restated Investors’ Rights Agreement dated as of November 17, 2010 (the “Original Agreement”), is made and entered into as of January 13, 2011, pursuant to Section 6.1 of the Original Agreement by and among Ritter Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A thereto (the “Investors”) holding a majority of the Company’s Registrable Securities (as defined in the Original Agreement). Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Original Agreement.
RESEARCH AND DEVELOPMENT AGREEMENT & LICENSEResearch and Development • March 23rd, 2015 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • Hawaii
This is a RESEARCH AND DEVELOPMENT AGREEMENT and LICENSE dated as of November 30, 2010 (as modified, amended or restated from time-to-time, the “Agreement”) by and among: KOLU POHAKU TECHNOLOGIES, LLC, a Delaware limited liability company, with its principal place of business and mailing address at 73-4460 Queen Kaahumanu Highway, #121, Kailua-Kona, Hawaii, 96740 (together with its successors and assigns, “Kolu Pohaku”); KOLU POHAKU MANAGEMENT, LLC, a Delaware limited liability company, with its principal place of business and mailing address at 236 Third Street, Baton Rouge, Louisiana 70801 (together with its successors and assigns, “KPM”); and RITTER PHARMACEUTICALS, INC., a Delaware corporation, with its principal place of business and mailing address at 1880 Century Park East, No. 1100, Los Angeles, California 90067 (together with its successors and assigns, “Researcher”). Kolu Pohaku, KPM and Researcher are referred to collectively as the “Parties” and individually as a “Party” to
RITTER PHARMACEUTICALS, INC. AMENDMENT NO. 2 TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 23rd, 2015 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • California
This Amendment No. 2 (the “Amendment”) to the Amended and Restated Investors’ Rights Agreement dated as of November 17, 2010, and first amended on January 13, 2011 (the “Original Agreement”), is made and entered into as of February 6, 2012, pursuant to Section 6.1 of the Original Agreement by and among Ritter Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A thereto (the “Investors”) holding a majority of the Company’s Registrable Securities (as defined in the Original Agreement). Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Original Agreement.
RITTER PHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 23rd, 2015 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Amended and Restated Investors’ Rights Agreement (this “Agreement”), dated as of November 17, 2010, is made by and among Ritter Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the persons and entities (each, an “Investor” and collectively, the “Investors”) listed on Exhibit A hereto. Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1. This Agreement amends and restates in its entirety the Investor Rights Agreement entered into by and among the Company and the other parties thereto, dated as of September 15, 2008 (the “Prior Agreement”).
RITTER PHARMACEUTICALS, INC. AMENDMENT NO. 2 TO RESEARCH AND DEVELOPMENT AGREEMENT & LICENSEResearch and Development Agreement & License • March 23rd, 2015 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • Hawaii
This Amendment No. 2 (the “Amendment”) to the Research and Development Agreement & License, dated as of November 17, 2010, and first amended on July 6, 2011 (as amended to date, the “Original Agreement”), is made and entered into as of September 30, 2011, pursuant to Section 13.4 of the Original Agreement, by and among KOLU POHAKU TECHNOLOGIES, LLC, a Delaware limited liability company (together with its successors and assigns, “Kolu Pohaku”); KOLU POHAKU MANAGEMENT, LLC, a Delaware limited liability company (together with its successors and assigns, “KPM”); and RITTER PHARMACEUTICALS, INC., a Delaware corporation (together with its successors and assigns, the “Company”). Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Original Agreement.
RITTER PHARMACEUTICALS, INC. AMENDMENT NO. 4 TO RESEARCH AND DEVELOPMENT AGREEMENT & LICENSEResearch and Development Agreement & License • March 23rd, 2015 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • Hawaii
This Amendment No. 4 (the “Amendment”) to the Research and Development Agreement & License, dated as of November 17, 2010, and amended on July 6, 2011, September 30, 2011 and February 6, 2012 (as amended to date, the “Original Agreement”), is made and entered into as of November 4, 2013, pursuant to Section 13.4 of the Original Agreement, by and among KOLU POHAKU TECHNOLOGIES, LLC, a Delaware limited liability company (together with its successors and assigns, “Kolu Pohaku”); KOLU POHAKU MANAGEMENT, LLC, a Delaware limited liability company (together with its successors and assigns, “KPM”); and RITTER PHARMACEUTICALS, INC., a Delaware corporation (together with its successors and assigns., the “Company”). Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Original. Agreement.
RITTER PHARMACEUTICALS, INC. AMENDMENT No. 3 TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 23rd, 2015 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • California
This Amendment No. 3 to Amended and Restated Investors’ Rights Agreement (this “Amendment”), dated as of December 4, 2014, is made by and among Ritter Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the signatories hereto.
