SHARE PURCHASE AGREEMENT BY AND AMONG CARBYLAN THERAPEUTICS, INC., THE SHAREHOLDERS OF KALVISTA PHARMACEUTICALS LTD., KALVISTA PHARMACEUTICALS LTD. AND THE SELLER REPRESENTATIVE Dated as of June 15, 2016Share Purchase Agreement • June 15th, 2016 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 15, 2016, by and among CARBYLAN THERAPEUTICS, INC., a Delaware corporation (“Carnivale”), KALVISTA PHARMACEUTICALS LTD., a private company limited by shares incorporated and registered in England and Wales with number 07543947 and whose registered address is at Building 227 Tetricus Science Park, Porton Down, Salisbury, Wiltshire, SP4 0JQ (the “Company”), the shareholders of the Company named on the signature pages hereto (each a “Seller” and collectively, the “Sellers”) and, solely for the purposes of being bound by Sections 1, 8, 9 and 10 hereof and solely in such person’s capacity as the Seller Representative, Andrew Crockett (the “Seller Representative”). This Agreement shall not become effective until it is executed by each of the Sellers named in the signature pages hereto as of the date of this Agreement. Certain capitalized terms used in this Agreement are defined in Exhibit A.
Form of Lock-up AgreementShare Purchase Agreement • June 15th, 2016 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations • Delaware
LEASE TERMINATION AGREEMENTLease Termination Agreement • June 15th, 2016 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations • California
THIS LEASE TERMINATION AGREEMENT (this “Agreement”) is entered into as of this 9th day of June, 2016 (“Execution Date”), by and between BMR-PACIFIC RESEARCH CENTER LP, a Delaware limited partnership (“Landlord”) and CARBYLAN THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
