Tripos Inc Sample Contracts

TRIPOS, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 18th, 2005 • Tripos Inc • Services-prepackaged software • Utah

Utah corporation (the "Company"), and ("Indemnitee") and will be effective upon the completion of a distribution (the "Distribution") of the Common Stock of the Company by Evans & Sutherland Computers Corporation ("E&S") pursuant to a Distribution Agreement dated as of , 1994 by and among the Company

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 5th, 2006 • Tripos Inc • Services-prepackaged software • New York

This Securities Purchase Agreement (this "Agreement") is dated as of May 4, 2006, between Tripos, Inc., a Utah corporation (the "Company"), and the investors identified on the signature pages hereto (each an "Investor" and, collectively, the "Investors").

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 5th, 2006 • Tripos Inc • Services-prepackaged software • New York

This Registration Rights Agreement (this "Agreement") is made and entered into as of May 4, 2006, by and between Tripos, Inc., a Utah corporation (the "Company"), and the investors signatory hereto (each an "Investor" and collectively, the "Investors").

FORM OF TRIPOS, INC. LIQUIDATING TRUST AGREEMENT
Liquidating Trust Agreement • November 15th, 2007 • Tripos Inc • Services-prepackaged software • Utah

THIS LIQUIDATING TRUST AGREEMENT (this “Trust Agreement”), is effective as of the 8th day of November, 2007, by and among Tripos, Inc., a corporation formed under the laws of the State of Utah (the “Company”), as settlor, and Gary Meredith and John P. McAlister (the “Individual Trustees” and together with any subsequently appointed corporate trustee, the “Trustees”), not in their individual capacities but solely in their capacities as Trustees of the Tripos, Inc. Liquidating Trust (the “Trust”) created pursuant to the terms of this Trust Agreement.

Tripos, Inc.
Stock Option Agreement • May 18th, 2005 • Tripos Inc • Services-prepackaged software • Missouri

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

SIXTH AMENDMENT AND WAIVER TO AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • December 8th, 2006 • Tripos Inc • Services-prepackaged software • Missouri

THIS SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT ("Sixth Amendment") is made and entered into as of this 5th day of December, 2006, but effective as of December 1, 2006, by and among TRIPOS, INC., a Utah corporation ("Tripos"), TRIPOS REALTY, LLC, a Missouri limited liability company ("Tripos Realty;" Tripos and Tripos Realty are sometimes collectively referred to herein as the "Obligors"), and LASALLE BANK NATIONAL ASSOCIATION (the "Lender").

BETWEEN:
Tripos Inc • June 12th, 2007 • Services-prepackaged software • England
FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • May 15th, 2006 • Tripos Inc • Services-prepackaged software • Missouri

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT ("Fifth Amendment") is made and entered into as of this 18th day of April, 2006 by and among TRIPOS, INC., a Utah corporation ("Tripos"), TRIPOS REALTY, LLC, a Missouri limited liability company ("Tripos Realty;" Tripos and Tripos Realty are sometimes collectively referred to herein as the "Obligors"), and LASALLE BANK NATIONAL ASSOCIATION (the "Lender").

Tripos, Inc.
Equty Incentive Plan • May 18th, 2005 • Tripos Inc • Services-prepackaged software • Missouri

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

AMENDMENT AND WAIVER AGREEMENT
Amendment and Waiver Agreement • December 8th, 2006 • Tripos Inc • Services-prepackaged software • Connecticut

This AMENDMENT AND WAIVER AGREEMENT ("Agreement"), executed as of December _, 2006, but effective as of December 1, 2006, is entered into by and between TRIPOS, INC., a Utah corporation ("Borrower"), and HORIZON TECHNOLOGY FUNDING COMPANY LLC ("Lender").

Contract
Subscription Agreement • May 5th, 2006 • Tripos Inc • Services-prepackaged software

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO THE DISTRIBUTION HEREOF OR OF THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF WITHIN THE MEANING OF THE SECURITIES ACT OF 1933 AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SALE OF THE SECURITIES UNDER THE SECURITIES ACT OF 1933 OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO TRIPOS, INC. AS TO AN EXEMPTION THEREFROM.

EXECUTIVE SEVERANCE AGREEMENT THIS EXECUTIVE SEVERANCE AGREEMENT (this "Agreement")
Severance Agreement • May 18th, 2005 • Tripos Inc • Services-prepackaged software • Utah

WHEREAS, the company recognizes that circumstances may arise in which a change in the control of the Company through acquisition or otherwise may occur thereby causing increased uncertainty of continued employment of the Executive without regard to the Executive's competence or past contributions,

Tripos, Inc.
1994 Stock Plan • May 18th, 2005 • Tripos Inc • Services-prepackaged software • Missouri

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

DATED 2007
Tripos Inc • June 12th, 2007 • Services-prepackaged software • England
STOCK PURCHASE AGREEMENT by and between Tripos, Inc., a Utah corporation and Provid Pharmaceuticals, Inc., a Delaware corporation Dated as of January 2, 2007
Stock Purchase Agreement • January 8th, 2007 • Tripos Inc • Services-prepackaged software • New York

THIS STOCK PURCHASE AGREEMENT (this "Agreement"), made and entered into this 2nd day of January, 2007, by and between Tripos, Inc., a Utah corporation ("Seller"), and, Provid Pharmaceuticals, Inc., a Delaware corporation ("Purchaser").

December 21, 2004 Mr. James Rubin Senior Vice President and Chief Financial Officer Tripos Inc. St. Louis, MO 63144 Dear Mr. Rubin:
Tripos Inc • May 18th, 2005 • Services-prepackaged software • Connecticut

This letter sets forth the agreement of Horizon Technology Funding Company II LLC, a Delaware limited liability company ("Horizon II"), Horizon Technology Funding Company III LLC, a Delaware limited liability company ("Horizon III"), and Sand Hill Venture Debt Fund III, LLC, a California limited liability company ("Sand Hill; Horizon II, Horizon III and Sand Hill are sometimes individually referred to as a "Purchaser" and, collectively, as the "Purchasers") and Tripos, Inc., a Utah corporation (the "Company") regarding the purchase by each Purchaser from Company of shares of Company's common stock (the "Common Stock") on the date hereof, as specified in Section 1, below. The parties agree as follows:

AMENDED AND RESTATED STOCK PURCHASE AND SALE AGREEMENT by and among Tripos, Inc., a Utah corporation, Tripos UK Holdings Limited, a private limited company incorporated in England, and Commonwealth Biotechnologies, Inc., a Virginia corporation Dated...
Stock Purchase and Sale Agreement • June 12th, 2007 • Tripos Inc • Services-prepackaged software • Delaware

THIS AMENDED AND RESTATED STOCK PURCHASE AND SALE AGREEMENT (this “Agreement”), made and entered into this 6th day of June, 2007, by and among Tripos, Inc., a Utah corporation (“Parent”), Tripos UK Holdings Limited, a wholly-owned subsidiary of Parent and a private limited company incorporated in England (“Seller”), and, Commonwealth Biotechnologies, Inc., a Virginia corporation (“Purchaser”).

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