MOTIF BIO PLC AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of , 2016Deposit Agreement • July 27th, 2016 • Motif Bio PLC • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT dated as of , 2016 among MOTIF BIO PLC, a public limited company incorporated under the laws of England and Wales (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
] American Depositary Shares Representing [ ] Ordinary Shares MOTIF BIO PLC UNDERWRITING AGREEMENTUnderwriting Agreement • July 27th, 2016 • Motif Bio PLC • Pharmaceutical preparations • New York
Motif Bio plc, a public limited company incorporated in England and Wales (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of [ ] American Depositary Shares (“ADSs”), each ADS representing [ ] of the Company’s ordinary shares, par value £0.01 per share (the “Ordinary Shares”). The aggregate of [ ] ADSs to be purchased from the Company are called the “Firm Securities.”
WARRANT AGENT AGREEMENTWarrant Agent Agreement • November 4th, 2016 • Motif Bio PLC • Pharmaceutical preparations • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of , 2016 (the “Issuance Date”) between Motif Bio plc, a company incorporated under the laws of England and Wales (the “Company”), and The Bank of New York Mellon (the “Warrant Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 1st, 2017 • Motif Bio PLC • Pharmaceutical preparations
This Employment Agreement (this “Agreement”) is effective as of January 16, 2017 (the “Effective Date”), and is entered into by and between Motif BioSciences Inc. (the “Company”), and Robert Dickey IV (“Employee”) (collectively with the Company, the “Parties”; each of the Parties referred to individually as a “Party”).
REGISTRATION AGREEMENTRegistration Agreement • April 10th, 2018 • Motif Bio PLC • Pharmaceutical preparations • New York
THIS REGISTRATION AGREEMENT is entered into as of November 14, 2017 by and between Motif Bio Plc, a public limited company incorporated in England and Wales (the “Company”), and Hercules Capital, Inc., a Maryland corporation (“Hercules”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 10th, 2018 • Motif Bio PLC • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of November 14, 2017 and is entered into by and among MOTIF BIOSCIENCES INC., a Delaware corporation, and each of its Qualified Subsidiaries (hereinafter collectively referred to herein as the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to herein as “Lender”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lender (in such capacity, the “Agent”).
SERVICE AGREEMENTService Agreement • July 13th, 2016 • Motif Bio PLC • Pharmaceutical preparations • England and Wales
AGREEMENT AND PLAN OF MERGER by and among MOTIF BIOSCIENCES INC., MOTIF BIO PLC, MOTIF ACQUISITION SUB INC., and STEPHEN AUSTIN, as Motif UK Sole Shareholder dated as of March 27, 2015Agreement and Plan of Merger • July 21st, 2016 • Motif Bio PLC • Pharmaceutical preparations • Delaware
2,438,491 AMERICAN DEPOSITARY SHARES, EACH REPRESENTING 20 ORDINARY SHARES, £0.01 PAR VALUE, AND WARRANTS TO PURCHASE 1,219,246 AMERICAN DEPOSITARY SHARES MOTIF BIO PLC UNDERWRITING AGREEMENTUnderwriting Agreement • May 1st, 2017 • Motif Bio PLC • Pharmaceutical preparations • New York
This letter is delivered to you pursuant to the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by the Company, as issuer, and Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC, as representative (the “Representative”) of certain underwriters (the “Underwriters”) to be named therein. Upon the terms and subject to the conditions of the Underwriting Agreement, the Underwriters intend to effect a public offering of American Depositary Shares (“ADSs”), each of which represents 20 Ordinary Shares, of one penny each in capital, of the Company (the “Ordinary Shares”), and warrants (“Warrants”) to purchase ADSs, as described in and contemplated by the registration statement of the Company on Form F-1, File No. 333-212491 (the “Registration Statement”), as subsequently amended (the “Offering”).
CONSULTANCY AGREEMENTConsultancy Agreement • July 13th, 2016 • Motif Bio PLC • Pharmaceutical preparations • England and Wales
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • May 1st, 2017 • Motif Bio PLC • Pharmaceutical preparations • New York
This Independent Contractor Agreement (the “Agreement”) is entered into on this 7th day of April, 2017, between Motif BioSciences Inc. (“Motif”), and Jonathan E. Gold (“Consultant”), each a “Party” and, collectively, the “Parties.”
Sale and Purchase AgreementSale and Purchase Agreement • July 13th, 2016 • Motif Bio PLC • Pharmaceutical preparations
This Sale and Purchase Agreement (the “Agreement”), entered into on September 13, 2013 (the “Effective Date”), by Life Sciences Management Group, Inc. (a Maryland Corporation, the “Purchaser) with offices at 7272 Wisconsin Ave, Suite 300, Bethesda, MD 20814, and Acino Pharma AG, with offices at Dornacherstrasse 114, CH-4147 Aesch, Switzerland, (the “Company”)
ContractWarrant Agreement • April 10th, 2018 • Motif Bio PLC • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR SUCH LAWS.
CONFIDENTIAL SEPARATION AGREEMENT AND RELEASEConfidential Separation Agreement and Release • April 10th, 2018 • Motif Bio PLC • Pharmaceutical preparations • New York
THIS CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE (the “Agreement”) is made and entered into by and between Robert Dickey IV (“Dickey”) and Motif BioSciences, Inc. (the “Company”) (collectively, the “Parties”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG NUPRIM, INC., (a Maryland corporation) NUPRIM SHAREHOLDERS, MOTIF BIOSCIENCES INC., (a Delaware corporation) AND R. MICHAEL FLOYD AS NUPRIM SHAREHOLDERS’ REPRESENTATIVE DATED AS OF December 31, 2014Agreement and Plan of Merger • July 13th, 2016 • Motif Bio PLC • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (together with all Schedules and Exhibits, this “Agreement”), dated as of December 31, 2014, is entered into by and among Motif Biosciences Inc., a Delaware corporation (“Motif”), Nuprim, Inc., a Maryland corporation (“Nuprim”), and each of R. Michael Floyd, Khalid Islam, Brad Spellberg, and Sergio Lociuro (collectively the “Nuprim Shareholders” and each a “Nuprim Shareholder”) as the shareholders of Nuprim. Additionally, this Agreement is joined by R. Michael Floyd in his representative capacity as Nuprim Shareholders’ Representative. Motif, Nuprim, Nuprim Shareholders and Nuprim Shareholders’ Representative are each referred to herein as a “Party” and collectively as, the “Parties”.
CONFIDENTIAL SEPARATION AGREEMENT AND RELEASEConfidential Separation Agreement and Release • May 1st, 2017 • Motif Bio PLC • Pharmaceutical preparations • New York
THIS CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE (the “Agreement”) is made and entered into by and between Pete A. Meyers (“Meyers”) and Motif BioSciences Inc., (the “Company”) (collectively, the “Parties”)
CONSULTING AGREEMENT Effective Date: January 16, 2017Consulting Agreement • May 1st, 2017 • Motif Bio PLC • Pharmaceutical preparations • Delaware
THIS CONSULTING AGREEMENT (this “Agreement”) is entered into by and between Motif Biosciences, Inc., a Delaware corporation (the “Company”), and Pete A. Meyers, an individual (“Consultant”), as of the date set forth above (the “Effective Date”).
CONSULTING AGREEMENT Effective Date: February 2, 2018Consulting Agreement • April 10th, 2018 • Motif Bio PLC • Pharmaceutical preparations • Delaware
THIS CONSULTING AGREEMENT (this “Agreement”) is entered into by and between Motif Biosciences, Inc., a Delaware corporation (the “Company”), and Robert Dickey IV, an individual (“Consultant”), as of the date set forth above (the “Effective Date”).
ContractMotif Bio PLC • November 27th, 2019 • Pharmaceutical preparations
SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • July 13th, 2016 • Motif Bio PLC • Pharmaceutical preparations
Hoffmann-La Roche Inc., 340 Kingsland Street, Nutley, New Jersey 07110, USA “ROCHE NUTLEY”, both, ROCHE BASEL and ROCHE NUTLEY jointly called SELLER”)
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 3rd, 2019 • Motif Bio PLC • Pharmaceutical preparations
THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “FifthAmendment”) is made as of this 30th day of August 2019, by and between MOTIF BIOSCIENCES INC., a Delaware corporation (“Borrower”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lender (in such capacity, the “Agent”). Capitalized terms used herein without definition in this Fifth Amendment shall have the meanings given to them in the Loan Agreement (as defined below).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 19th, 2019 • Motif Bio PLC • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is made this 17th day of February, 2019, by and between MOTIF BIOSCIENCES INC., a Delaware corporation (“Borrower”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lender (in such capacity, the “Agent”). Capitalized terms used herein without definition shall have the meanings given to them in the Loan Agreement (as defined below).
ADVISORY AND CONSULTANCY AGREEMENTAdvisory and Consultancy Agreement • July 13th, 2016 • Motif Bio PLC • Pharmaceutical preparations • England and Wales
AGREEMENT AND PLAN OF MERGER BY AND AMONG NUPRIM, INC., (a Maryland corporation) NUPRIM SHAREHOLDERS, MOTIF BIOSCIENCES INC., (a Delaware corporation) AND R. MICHAEL FLOYD AS NUPRIM SHAREHOLDERS’ REPRESENTATIVE DATED AS OF December 31, 2014Agreement and Plan of Merger • July 21st, 2016 • Motif Bio PLC • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (together with all Schedules and Exhibits, this “Agreement”), dated as of December 31, 2014, is entered into by and among Motif Biosciences Inc., a Delaware corporation (“Motif”), Nuprim, Inc., a Maryland corporation (“Nuprim”), and each of R. Michael Floyd, Khalid Islam, Brad Spellberg, and Sergio Lociuro (collectively the “Nuprim Shareholders” and each a “Nuprim Shareholder”) as the shareholders of Nuprim. Additionally, this Agreement is joined by R. Michael Floyd in his representative capacity as Nuprim Shareholders’ Representative. Motif, Nuprim, Nuprim Shareholders and Nuprim Shareholders’ Representative are each referred to herein as a “Party” and collectively as, the “Parties”.
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 1st, 2019 • Motif Bio PLC • Pharmaceutical preparations
STOCK PLEDGE AGREEMENTStock Pledge Agreement • April 10th, 2018 • Motif Bio PLC • Pharmaceutical preparations • California
This Stock Pledge Agreement (this “Agreement”) is entered into as of November 14, 2017, by and between HERCULES CAPITAL, INC., as administrative agent and collateral agent (in such capacity, “Agent”) for a syndicate of secured parties (together with Agent, collectively, “Secured Parties”) and MOTIF BIO PLC, a public limited company organized under the laws of England and Wales (“Pledgor”).
A CONSULTANCY AGREEMENTAdvisory and Consultancy Agreement • September 8th, 2016 • Motif Bio PLC • Pharmaceutical preparations • England and Wales
ContractSettlement Agreement • November 12th, 2019 • Motif Bio PLC • Pharmaceutical preparations
