BELLEROPHON THERAPEUTICS, INC. (a Delaware corporation) [—] Shares of Common Stock FORM OF UNDERWRITING AGREEMENT Dated: [—], 2015Underwriting Agreement • February 3rd, 2015 • Bellerophon Therapeutics LLC • Pharmaceutical preparations • New York
whether any such swap or transaction is to be settled by delivery of Membership Interests or Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the Public Offering.
STOCKHOLDERS AGREEMENTStockholders Agreement • February 3rd, 2015 • Bellerophon Therapeutics LLC • Pharmaceutical preparations
This STOCKHOLDERS AGREEMENT, dated as of [—], 2015, is made and entered into by and among Bellerophon Therapeutics, Inc., a Delaware corporation (formerly Bellerophon Therapeutics LLC, a Delaware limited liability company), New Mountain Partners II (AIV-A), L.P., a Delaware limited partnership (“NMP-A”), New Mountain Partners II (AIV-B), L.P., a Delaware limited partnership (“NMP-B”), New Mountain Affiliated Investors II, L.P., a Delaware limited partnership (“NMAI”), and Allegheny New Mountain Partners, L.P., a Delaware limited partnership (“ANMP”). Capitalized terms shall have the meanings assigned to them in Section 1.
FORM OF AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 3rd, 2015 • Bellerophon Therapeutics LLC • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of , 2015, by and among Bellerophon Therapeutics, Inc., a Delaware corporation (the “Company”), New Mountain Partners (AIV-B), L.P., a limited liability company organized under the laws of Delaware (“New Mountain”), New Mountain Partners II Special (AIV-A), L.P., a Delaware limited partnership (“New Mountain Blocker”), ARCH Venture Fund VI, L.P., a limited partnership organized under the laws of Delaware (“ARCH Ventures”), IRDO Holding Corp., a Delaware corporation (“IRDO”), Venrock Associates IV, L.P., a limited partnership organized under the laws of Delaware (“Venrock Associates”), Venrock Partners, L.P., a limited partnership organized under the laws of Delaware (“Venrock Partners”), and Venrock Entrepreneurs Fund IV, L.P., a limited partnership organized under the laws of Delaware (“Venrock Entrepreneurs” and, together with Venrock Associates and Venrock Partners, “Venrock”), Venrock IK Holdings BT, Inc., a Delaware
STOCKHOLDERS AGREEMENTStockholders Agreement • February 3rd, 2015 • Bellerophon Therapeutics LLC • Pharmaceutical preparations
This STOCKHOLDERS AGREEMENT, dated as of [—], 2015, is made and entered into by and among Bellerophon Therapeutics, Inc., a Delaware corporation (formerly Bellerophon Therapeutics LLC, a Delaware limited liability company), and Linde North America, Inc. (“Linde”), a Delaware corporation. Capitalized terms shall have the meanings assigned to them in Section 1.
BELLEROPHON THERAPEUTICS, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • February 3rd, 2015 • Bellerophon Therapeutics LLC • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 3rd, 2015 • Bellerophon Therapeutics LLC • Pharmaceutical preparations
This REGISTRATION RIGHTS AGREEMENT, dated as of , 2015, is made and entered into by and among (i) Bellerophon Therapeutics, Inc., a Delaware corporation (formerly Bellerophon Therapeutics LLC, a Delaware limited liability company), (ii) New Mountain Partners II (AIV-A), L.P., a Delaware limited partnership (“NMP II-A”), New Mountain Partners II (AIV-B), L.P., a Delaware limited partnership (“NMP II-B”), New Mountain Affiliated Investors II, L.P., a Delaware limited partnership (“NMAI”), and Allegheny New Mountain Partners, L.P., a Delaware limited partnership (“ANMP” and, collectively with NMP II-A, NMP II-B and NMAI, the “NMP Entities”), (iii) ARCH Venture Fund VI, L.P., a Delaware limited partnership (“ARCH”), (iv) Venrock Partners, L.P., a Delaware limited partnership, Venrock Associates IV, L.P., a Delaware limited partnership, and Venrock Entrepreneurs Fund IV, L.P., a Delaware limited partnership (collectively, the “Venrock Entities”), (v) Linde North America, Inc., a Delaware co
BELLEROPHON THERAPEUTICS, INC. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • February 3rd, 2015 • Bellerophon Therapeutics LLC • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, options or other equity securities.
SERVICES AGREEMENTServices Agreement • February 3rd, 2015 • Bellerophon Therapeutics LLC • Pharmaceutical preparations
THIS SERVICES AGREEMENT (together with Exhibit A hereto, the “Agreement”) is effective as of January 1, 2015 (the “Effective Date”), by and between Bellerophon Therapeutics LLC, a Delaware limited liability company (“Bellerophon”), and Ikaria, Inc., a Delaware corporation (“Ikaria”). In this Agreement, each of Bellerophon and Ikaria are sometimes referred to individually as a “Party” and, collectively, as the “Parties.”
