ACELRX PHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • January 7th, 2011 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (the “Agreement”) is made as of , by and between AcelRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
— ] Shares1 ACELRX PHARMACEUTICALS, INC. Common Stock PURCHASE AGREEMENTPurchase Agreement • January 7th, 2011 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • New York
AcelRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of authorized but unissued [ — ] shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company. The Company has also granted to the several Underwriters an option to purchase up to [ — ] additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”
December 30, 2010 Re: Amended and Restated Offer Letter Dear Anil:Acelrx Pharmaceuticals Inc • January 7th, 2011 • Pharmaceutical preparations
This letter (the “Amended Letter”) amends and restates the offer letter between you and AcelRx Pharmaceuticals, Inc. (the “Company”) dated August 29, 2007 (the “Original Letter”) in order to clarify the manner of exemption or compliance of certain items of compensation with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
May 6, 2010 Dear Tom:Acelrx Pharmaceuticals Inc • January 7th, 2011 • Pharmaceutical preparations • California
As discussed with you, this letter contains the terms of the resignation agreement (the “Agreement”) between you and AcelRx Pharmaceuticals, Inc. (the “Company”).
FOUNDER’S VESTING AGREEMENTS Vesting Agreement • January 7th, 2011 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS FOUNDER’S VESTING AGREEMENT (this “Agreement”) is made as of the 15th day of August, 2006 by and between AcelRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Pamela Palmer (“Founder”).
December 29, 2010 Re: Amended and Restated Offer Letter Dear Pamela:Acelrx Pharmaceuticals Inc • January 7th, 2011 • Pharmaceutical preparations
This letter (the “Amended Letter”) amends and restates the offer letter between you and AcelRx Pharmaceuticals, Inc. (the “Company”) dated July 1, 2009 (the “Original Letter”) in order to clarify the manner of exemption or compliance of certain items of compensation with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
December 29, 2010 Re: Amended and Restated Offer Letter Dear Jim,Acelrx Pharmaceuticals Inc • January 7th, 2011 • Pharmaceutical preparations
This letter (the “Amended Letter”) amends and restates the offer letter between you and AcelRx Pharmaceuticals, Inc. (the “Company”) dated September 14, 2010 (the “Original Letter”) in order to clarify the manner of exemption or compliance of certain items of compensation with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
FOUNDER’S VESTING AGREEMENTS Vesting Agreement • January 7th, 2011 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS FOUNDER’ S VESTING AGREEMENT (this “Agreement”) is made as of the 15th day of August, 2006 by and between AcelRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Thomas A. Schreck (“Founder”).
ACELRX PHARMACEUTICALS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • January 7th, 2011 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • California
This Employment Agreement (the “Agreement”) is made and entered into effective as of August 15, 2006 (the “Effective Date”), by and between Thomas A. Schreck (the “Employee”) and AcelRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.
December 31, 2010 Re: Amended and Restated Offer Letter Dear Richard:Acelrx Pharmaceuticals Inc • January 7th, 2011 • Pharmaceutical preparations
This letter (the “Amended Letter”) amends and restates the offer letter between you and AcelRx Pharmaceuticals, Inc. (“AcelRx” or the “Company”) dated March 1, 2010 (the “Original Letter”) in order to clarify the manner of exemption or compliance of certain items of compensation with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the 2010 Patient Protection and Affordable Care Act. This letter also clarifies the terms of the milestone-based option grant as contemplated in the Original Letter.
