AMENDMENT NO. 2 TO VOTING AGREEMENT
This AMENDMENT NO. 2 TO VOTING AGREEMENT (this Amendment), dated as of May 29, 2020, is entered into by and among AcelRx Pharmaceuticals, Inc., a Delaware Corporation (Parent), Consolidation Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (Merger Sub), and each of the stockholders of Tetraphase Pharmaceuticals, Inc. set forth on Schedule A-1 hereto (each, a Stockholder). Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
WHEREAS, Parent, Merger Sub and the Stockholders are parties to that certain (a) Voting Agreement dated as of March 15, 2020 (the Voting Agreement) and (b) Amendment to Voting Agreement, dated as of May 26, 2020 (Amendment No. 1);
WHEREAS, Section 6.3(a) of the Voting Agreement permits the parties to amend the Voting Agreement, if such amendment is in writing and is signed by each party to the Voting Agreement;
WHEREAS, on March 15, 2020, Parent, Merger Sub and Tetraphase Pharmaceuticals, Inc., a Delaware corporation (the Company), entered into an Agreement and Plan of Merger (as amended from time to time, the Merger Agreement), which provides, among other things, for the merger of Merger Sub with and into the Company, with the Company surviving the Merger and becoming an indirect wholly owned subsidiary of Parent, upon the terms and subject to the conditions set forth in the Merger Agreement; and
WHEREAS, the parties desire to amend the Voting Agreement (as amended by Amendment No. 1) as provided in this Amendment.
NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:
1.1. Definitions; References. Each capitalized term used but not defined in this Amendment shall have the meaning assigned to such term in the Voting Agreement. Each reference in the Voting Agreement to hereof, hereunder, hereby, this Agreement or any similar term shall, from and after the date of this Amendment, refer to the Voting Agreement (as amended by Amendment No. 1 and this Amendment). Each reference in the Voting Agreement to the date of this Agreement, the date hereof or any similar term shall refer to March 15, 2020. Except as otherwise indicated, all references in the Voting Agreement to Sections are intended to refer to Sections of the Voting Agreement (as amended by Amendment No. 1 and this Amendment), and not sections of this Amendment.