STEADYMED LTD. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF [ ], 20Warrant Agreement • November 18th, 2016 • SteadyMed Ltd. • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between STEADYMED LTD., an Israeli company (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
STEADYMED THERAPEUTICS, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 6th, 2015 • SteadyMed Ltd. • Pharmaceutical preparations • California
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of February 20, 2013, by and between Square 1 Bank (“Bank”) and SteadyMed Therapeutics, Inc. (“Borrower”).
AGREEMENT AND PLAN OF MERGER among UNITED THERAPEUTICS CORPORATION, DANIEL 24043 ACQUISITION CORP. LTD. and STEADYMED LTD. Dated as of April 29, 2018Agreement and Plan of Merger • April 30th, 2018 • SteadyMed Ltd. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 29, 2018, by and among United Therapeutics Corporation, a Delaware corporation (“Parent”), Daniel 24043 Acquisition Corp. Ltd., a company organized under the laws of the State of Israel and a wholly-owned Subsidiary of Parent (“Merger Sub”) and SteadyMed Ltd., a company organized under the laws of the State of Israel (the “Company”).
SteadyMed Therapeutics, Inc. EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2015 • SteadyMed Ltd. • Pharmaceutical preparations • California
This Agreement is entered into this 1st day of March, 2015 (the “Execution Date”) by and between SteadyMed Therapeutics, Inc. (the “Company”) and Peter D. Noymer (“Executive”).
STEADYMED LTD. AMENDMENT NO. 1 TO WARRANTSteadyMed Ltd. • April 30th, 2018 • Pharmaceutical preparations • New York
THIS AMENDMENT NO. 1 (this “Amendment”) to that certain Warrant, dated as of [·], issued to [·] (including any permitted transferee or assignees of such Warrant, the “Warrant Holder”) and representing a right to subscribe for the purchase from SteadyMed Ltd., an Israeli incorporated company (the “Company”), [·] Shares at a price per Share equal to the Exercise Price, (the “Warrant”), is entered into as of April [·], 2018, by and between the Warrant Holder and the Company. The Warrant is one of a series of warrants issued by the Company in connection with a financing that was consummated August 4, 2016 (collectively, the “2016 Warrants”) pursuant to the Subscription Agreement, dated as July 29, 2016, among the Company and the Participants party thereto (the “Subscription Agreement”). All capitalized terms used herein without definition shall have the meanings ascribed to them in the Warrant.
ORIGINAL BISHOP RANCH BUILDING LEASE A Sunset Development Project One Annabel Lane, Suite 201 | San Ramon, CA 94583 tel 925.866.0100 fax 925.866.1330 www.bishopranch.comLease • February 6th, 2015 • SteadyMed Ltd. • Pharmaceutical preparations • California
THIS LEASE made as of this 20th day of September, 2012, between LANDLORD, whose full name and address is set forth below, and TENANT, whose full name and address is set forth below.
Lease Agreement Made and signed in Ramat Gan on May 9, 2012Lease Agreement • February 6th, 2015 • SteadyMed Ltd. • Pharmaceutical preparations
Whereas The Lessor warrants that it is the owner and holds the exclusive right of possession over offices located on Floor A at 5 Oppenheimer St., Rehovot, known as part of parcel 200, block 3695, including 12 parking spots (9-13, 39-45), and including the relative part in the common areas at the building (hereinafter: “the Property”) and that there is no prevention according to law and/or agreement upon its engagement in this Contract, lease of the Property and receipt of the Rent;
FIRST LEASE ADDENDUMFirst Lease Addendum • February 6th, 2015 • SteadyMed Ltd. • Pharmaceutical preparations
THIS. FIRST LEASE ADDENDUM IS MADE AND ENTERED INTO THIS 11th DAY OF JUNE, 2013, BY AND BETWEEN ANNABEL INVESTMENT COMPANY, A CALIFORNIA LIMITED PARTNERSHIP (HEREINAFTER REFERRED TO AS “LANDLORD”) AND STEADYMED THERAPEUTICS, INC. (HEREINAFTER REFERRED TO AS “TENANT”).
STEADYMED LTD. AND , AS WARRANT AGENT FORM OF ORDINARY SHARE WARRANT AGREEMENT DATED AS OF [ ], 20Share Warrant Agreement • November 18th, 2016 • SteadyMed Ltd. • Pharmaceutical preparations • New York
ORDINARY SHARE WARRANT AGREEMENT (this “Agreement”), dated as of between STEADYMED LTD., an Israeli company (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
STEADYMED LTD. FOURTH AMENDED INVESTORS RIGHTS AGREEMENTInvestors Rights Agreement • February 6th, 2015 • SteadyMed Ltd. • Pharmaceutical preparations
This Fourth Amended Investors Rights Agreement (the “Agreement”) is made as of February 24th, 2014, by and among (i) SteadyMed Ltd., an Israeli company (the “Company”), (ii) the persons and entities identified in Schedule 1 hereto (individually or collectively) referred to herein as “Preferred E Holder(s)” (iii) the persons and entities identified in Schedule 1 hereto (individually or collectively ) referred to herein as “Preferred D Holder(s)” (iv) the persons and entities identified in Schedule 1 hereto (individually or collectively referred to herein as “Preferred C Holder(s)” (v) the persons and entities identified in Schedule 1 hereto (individually or collectively referred to herein as the “Preferred B Holder(s)”, (the Preferred E Holders, the Preferred D Holders, the Preferred C Holders and the Preferred B Holders shall be also referred to herein collectively as “Investor(s)” as the context requires) (vi) the holders of Series A2 Preferred Shares of the Company identified in Sche
STEADYMED LTD. [·] Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • March 9th, 2015 • SteadyMed Ltd. • Pharmaceutical preparations • New York
STEADYMED LTD. SUBSCRIPTION AGREEMENT Restricted Ordinary Shares and Warrants to purchase Restricted Ordinary SharesSubscription Agreement • April 21st, 2017 • SteadyMed Ltd. • Pharmaceutical preparations • New York
STEADYMED LTD., an Israeli incorporated company (the “Company”), is offering for sale an aggregate of up to $30,000,616.88 of (i) its restricted ordinary shares (the “Shares”), and (ii) warrants (the “Warrants”), in the form attached hereto as Exhibit A, to purchase a number of restricted ordinary shares of the Company equal to 50 percent of the total number of Shares sold in the Closing (as defined below) (the “Warrant Shares”), to persons who qualify as “accredited investors,” as such term is defined in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), at the Price (as defined below) per Share and associated Warrant (the “Offering”). The undersigned (individually and/or collectively, the “Participant”) hereby applies to purchase Shares and Warrants in accordance with the terms and conditions of this Subscription Agreement (the “Agreement”). The Shares and Warrants together shall hereafter be referred to as the “Securities.”
ContractSupply Agreement • February 6th, 2015 • SteadyMed Ltd. • Pharmaceutical preparations
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
ContractSteadyMed Ltd. • August 15th, 2016 • Pharmaceutical preparations • New York
THIS WARRANT AND THE SECURITIES PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
Indemnification AgreementIndemnification Agreement • March 9th, 2015 • SteadyMed Ltd. • Pharmaceutical preparations
This Indemnification Agreement (this “Agreement”) is made on the th of , and is effective as of [ ] by and between SteadyMed Ltd. (the “Company”) and [ ] (“Indemnitee”).
THIRD LEASE ADDENDUMThird Lease Addendum • June 4th, 2015 • SteadyMed Ltd. • Pharmaceutical preparations
THIS THIRD LEASE ADDENDUM IS MADE AND ENTERED INTO THIS 29TH DAY OF MAY, 2015, BY AND BETWEEN ANNABEL INVESTMENT COMPANY, A CALIFORNIA LIMITED PARTNERSHIP (HEREINAFTER REFERRED TO AS “LANDLORD”) AND STEADYMED THERAPEUTICS, INC. (HEREINAFTER REFERRED TO AS “TENANT”).
FIRST LEASE ADDENDUMFirst Lease Addendum • June 4th, 2015 • SteadyMed Ltd. • Pharmaceutical preparations
THIS FIRST LEASE ADDENDUM IS MADE AND ENTERED INTO THIS 29TH DAY OF MAY, 2015, BY AND BETWEEN SUNSET LAND COMPANY, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY (HEREINAFTER REFERRED TO AS “LANDLORD”) AND STEADYMED THERAPEUTICS, INC. (HEREINAFTER REFERRED TO AS “TENANT”).
SECOND LEASE ADDENDUM THIS 0 L SrA£NDU,M 20. D.fNDA R: Nl INVESTMENT COMPANY, A CALIFORNIA LIMITED PARTNERSHIP (HEREINAFTER REFERRED TO AS "LANDLORD") AND STEADYMED THERAPEUTICS, INC. (HEREINAFTER REFERRED TO AS ''TENANT"). IT IS AGREED BETWEEN...Second Lease • March 29th, 2016 • SteadyMed Ltd. • Pharmaceutical preparations
Amendment to lease agreement from May 9, 2012 (The Amendment) Made and signed on February 10, 2015SteadyMed Ltd. • March 9th, 2015 • Pharmaceutical preparations
Whereas The parties have signed the lease agreement from May 9, 2012 (hereinafter: “the Agreement”) upon which the Lessee will lease the Property from the Lessor all as agreed in the Agreement;
FORM OF VOTING AGREEMENTForm of Voting Agreement • April 30th, 2018 • SteadyMed Ltd. • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of April 29, 2018, by and among United Therapeutics Corporation, a Delaware corporation (“Parent”), and each Person identified on Exhibit A attached hereto (the “Shareholders” and each a “Shareholder”).
Amendment #2 to lease agreement from May 9, 2012 (The Amendment)SteadyMed Ltd. • November 13th, 2017 • Pharmaceutical preparations
Whereas The parties have signed the lease agreement from May 9, 2012 and Amendment to the agreement on Feb 10, 2015 (hereinafter: “the Agreement”) upon which the Lessee will lease the Property from the Lessor all as agreed in the Agreement;
STEADYMED THERAPEUTICS, INC. BISHOP RANCH - BUILDING LEASEPart of Lease Agreement • May 6th, 2015 • SteadyMed Ltd. • Pharmaceutical preparations • California
FORM OF CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • April 30th, 2018 • SteadyMed Ltd. • Pharmaceutical preparations • Delaware
This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [·] (this “Agreement”), is entered into by and between United Therapeutics Corporation, a Delaware corporation (the “Parent”) and [·], as rights agent (the “Rights Agent”).
ContractSupply Agreement • March 9th, 2015 • SteadyMed Ltd. • Pharmaceutical preparations
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Exclusive License and Supply Agreement by and between Cardiome Pharma Corp. and Correvio International Sárl and SteadyMed Ltd.Exclusive License and Supply Agreement • August 13th, 2015 • SteadyMed Ltd. • Pharmaceutical preparations • New York
This Exclusive License and Supply Agreement (this “Agreement”) is made as of 28th June 2015 (the “Effective Date”), by and between CARDIOME PHARMA CORP., a company duly incorporated under the laws of Canada, with its principal place of business at 1441 Creekside Drive, 6th Floor, Vancouver BC V6J 4S7 and Correvio International Sàrl, a company duly incorporated and existing under the laws of Switzerland, with its principal place of business at Rue des Alpes 21, 1201 Geneva, Switzerland (hereinafter collectively referred to as “Cardiome”), and STEADYMED LTD., a company organized and existing under the laws of Israel with its principal place of business at 5 Oppenheimer Street, Rehovot 7670105, Israel (“SteadyMed”). Each of Cardiome and SteadyMed is referred to individually as a “Party” and collectively as the “Parties”.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 6th, 2015 • SteadyMed Ltd. • Pharmaceutical preparations
This First Amendment to Loan and Security Agreement (the “Amendment”), is entered into as of March 20, 2013, by and between SQUARE I BANK (the “Bank”) and STEADYMED THERAPEUTICS, INC. (the “Borrower”).
