WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • November 25th, 2011 • Rib X Pharmaceuticals Inc • New York
This Warrant to Purchase Common Stock (the “Warrant”) certifies that, for good and valuable consideration, (along with [his/her/its] permitted assignees, the “Holder”) is entitled to, and RIB-X PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), hereby grants the Holder the right to, purchase, (i) as of the date of issuance set forth above (the “Warrant Date”), ( ) fully paid and nonassessable shares of Common Stock, par value $0.001 (“Common Stock”), of the Company (as adjusted pursuant to Section 3 hereof or Section 10 hereof) (the “Warrant Shares”) at a price per share equal to $0.07 (as adjusted pursuant to Section 3 or Section 10 hereof) (the “Exercise Price”). This Warrant is issued in connection with and in consideration for the Holder entering into the Senior Subordinated Convertible Demand Promissory Note Agreement (the “Note Purchase Agreement”) dated as of May 28, 2010, by and among the Company, the Holder, and the other investors party thereto. Capitalized terms
Rib-X Pharmaceuticals, Inc. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • November 25th, 2011 • Rib X Pharmaceuticals Inc • Delaware
This option satisfies in full all commitments that the Company has to the Employee with respect to the issuance of stock, stock options or other equity securities.
ContractSenior Note Agreement • November 25th, 2011 • Rib X Pharmaceuticals Inc • Delaware
THIS SENIOR NOTE HAS BEEN, AND THE SHARES OF COMMON STOCK OR NEW SECURITIES WHICH MAY BE RECEIVED PURSUANT TO THE CONVERSION OF THIS SENIOR NOTE WILL BE, ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NEITHER THIS SENIOR NOTE NOR SUCH SHARES OF COMMON STOCK OR NEW SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH DISPOSITION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE SECURITIES LAWS.
THIS NOTE HAS BEEN, AND THE SHARES OF COMMON STOCK OR NEW SECURITIES WHICH MAY BE RECEIVED PURSUANT TO THE CONVERSION OF THIS NOTE WILL BE, ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION...Convertible Note • November 25th, 2011 • Rib X Pharmaceuticals Inc • Delaware
THIS NOTE IS SUBJECT TO AN INTERCREDITOR AND SUBORDINATION AGREEMENT DATED AS OF MAY 28, 2010 AMONG THE ADMINISTRATIVE AGENT NAMED THEREIN AND THE PURCHASERS NAMED THEREIN (INCLUDING THE HOLDER), AND ACKNOWLEDGED BY THE COMPANY WHICH, AMONG OTHER THINGS, SUBORDINATES THE COMPANY’S OBLIGATIONS TO THE PURCHASER TO THE COMPANY’S OBLIGATIONS TO THE SENIOR LENDERS AS FURTHER DESCRIBED THEREIN.
RIB-X PHARMACEUTICALS, INC. SENIOR CONVERTIBLE DEMAND PROMISSORY NOTE PURCHASE AGREEMENT JANUARY 10, 2011Senior Convertible Demand Promissory Note Purchase Agreement • November 25th, 2011 • Rib X Pharmaceuticals Inc • New York
THIS SENIOR CONVERTIBLE DEMAND PROMISSORY NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of January 10, 2011, is entered into by and among Rib-X Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and those persons or entities listed on Schedule 1.01 to this Agreement (each, a “Purchaser” and collectively, the “Purchasers”).
Rib-X Pharmaceuticals, Inc. EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENT (FULLY EXERCISABLE)Employee Non-Qualified Stock Option Agreement • November 25th, 2011 • Rib X Pharmaceuticals Inc • Connecticut
This option satisfies in full all commitments that the Company has to the Employee with respect to the issuance of stock, stock options or other equity securities.
THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 25th, 2011 • Rib X Pharmaceuticals Inc • Delaware
This THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of this 8th day of June, 2006, by and among Rib-X Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the persons and entities named in Schedule 1 hereto, as amended from time to time (the “Purchasers”).
FOURTH AMENDED AND RESTATED SECURITYHOLDERS AGREEMENTSecurityholders Agreement • November 25th, 2011 • Rib X Pharmaceuticals Inc • Delaware
THIS FOURTH AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (the “Agreement”) is made as of the 10th day of January 2011, by and among Rib-X Pharmaceuticals, Inc. (the “Company”), the parties listed on Schedule 1 hereto (the “Founders”), the parties listed on Schedule 2 hereto (the “Other Stockholders” and together with the Founders, the “Common Stockholders”), the parties listed on Schedule 3 hereto as Series A-L Stockholders (the “Series A-L Holders”), the parties listed on Schedule 3 hereto as Series A-1 Stockholders (the “Series A-1 Holders”), the parties listed on Schedule 3 hereto as Series B Stockholders (the “Series B Holders”), the parties listed on Schedule 3 hereto as Series C Stockholders (the “Series C Holders”), the parties listed on Schedule 4 hereto as Tier I Noteholders (the “Tier I Noteholders”), the parties listed on Schedule 4 hereto as Tier II Noteholders (the “Tier II Noteholders”), the parties listed on Schedule 4 hereto as Senior Noteholders (the “Senior Notehold
ContractConvertible Note Agreement • November 25th, 2011 • Rib X Pharmaceuticals Inc • Delaware
THIS NOTE HAS BEEN, AND THE SHARES OF COMMON STOCK OR NEW SECURITIES WHICH MAY BE RECEIVED PURSUANT TO THE CONVERSION OF THIS NOTE WILL BE, ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NEITHER THIS NOTE NOR SUCH SHARES OF COMMON STOCK OR NEW SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH DISPOSITION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE SECURITIES LAWS.
ContractWarrant Agreement • November 25th, 2011 • Rib X Pharmaceuticals Inc • New York
THIS WARRANT HAS BEEN, AND THE SHARES OF PREFERRED STOCK WHICH MAY BE RECEIVED PURSUANT TO THE EXERCISE OF THIS WARRANT WILL BE, ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NEITHER THIS WARRANT NOR SUCH SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH DISPOSITION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE SECURITIES LAWS.
RIB-X PHARMACEUTICALS, INC. SENIOR SUBORDINATED CONVERTIBLE DEMAND PROMISSORY NOTE PURCHASE AGREEMENT MAY 28, 2010Senior Subordinated Convertible Demand Promissory Note Purchase Agreement • November 25th, 2011 • Rib X Pharmaceuticals Inc • New York
THIS SENIOR SUBORDINATED CONVERTIBLE DEMAND PROMISSORY NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of May 28, 2010, is entered into by and among Rib-X Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and those persons or entities listed on Schedule 1.01 to this Agreement (each, a “Purchaser” and collectively, the “Purchasers”).
Rib-X Pharmaceuticals, Inc. CONSULTING NON-QUALIFIED STOCK OPTION AGREEMENTConsulting Non-Qualified Stock Option Agreement • November 25th, 2011 • Rib X Pharmaceuticals Inc • Connecticut
Rib-X Pharmaceuticals, Inc. (the “Company”) hereby grants the following stock option pursuant to its 2001 Stock Option and Incentive Plan. The terms and conditions attached hereto are also a part hereof.
ContractSubordination Agreement • November 25th, 2011 • Rib X Pharmaceuticals Inc • Delaware
THIS NOTE HAS BEEN, AND THE SHARES OF COMMON STOCK OR NEW SECURITIES WHICH MAY BE RECEIVED PURSUANT TO THE CONVERSION OF THIS NOTE WILL BE, ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NEITHER THIS NOTE NOR SUCH SHARES OF COMMON STOCK OR NEW SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH DISPOSITION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE SECURITIES LAWS.
