Ikaria, Inc. Common Stock ($[ ] par value per share) Underwriting AgreementUnderwriting Agreement • October 27th, 2010 • Ikaria, Inc. • Pharmaceutical preparations • New York
Ikaria, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares (the “Firm Shares”) and, at the election of the Underwriters, up to additional shares (the “Optional Shares”) of Common Stock, par value $[ ] per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
IKARIA, INC. Restricted Stock Unit Agreement (Time Vested) Amended and Restated 2010 Long Term Incentive Plan NOTICE OF GRANTRestricted Stock Unit Agreement • October 27th, 2010 • Ikaria, Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made as of the Agreement Date between Ikaria, Inc. (the “Company”), a Delaware corporation, and the Participant.
LEASE between CROWN PERRYVILLE, LLC, a Delaware limited liability company as Landlord, and INO THERAPEUTICS LLC, a Delaware limited liability company as Tenant Dated: July 9, 2008 Perryville III at Perryville Corporate Park 53 Frontage Road Portion of...Lease • October 27th, 2010 • Ikaria, Inc. • Pharmaceutical preparations • New Jersey
SECOND RESTATED WARRANT TO PURCHASE STOCK (As restated on March 28, 2007 and as further amended and restated on [·], 2010)Ikaria, Inc. • October 27th, 2010 • Pharmaceutical preparations • Delaware
THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, SVB FINANCIAL GROUP (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the “Shares”) of Ikaria, Inc. (the “Company”) at the Warrant Price, all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant (the “Old Warrant”) was originally issued to Silicon Valley Bank by Ikaria Research, Inc. (formerly, Ikaria, Inc.) (“Oldco”) in connection with the Loan and Security Agreement dated as of the Issue Date between Silicon Valley Bank and the Company (the “Loan Agreement”).
