FORM OF SUPPORT AGREEMENT
This SUPPORT AGREEMENT (this Agreement), dated as of June 24, 2020, is entered into by and among La Jolla Pharmaceutical Company, a California corporation (Parent), TTP Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Purchaser), and each of the stockholders of Tetraphase Pharmaceuticals, Inc. set forth on Schedule A hereto (each, a Stockholder). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
WHEREAS, as of the date hereof, each Stockholder is the record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of the number of shares of Company Common Stock set forth opposite such Stockholders name on Schedule A (all such shares, together with any Shares acquired by the Stockholder after the date hereof (including any Shares acquired by means of purchase, stock split, divided, distribution, upon the exercise of any option or warrant or otherwise) the Subject Shares);
WHEREAS, as of the date hereof, each Stockholder is the record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of the Company Warrants to purchase Company Common Stock set forth opposite such Stockholders name on Schedule A (all such Company Warrants, the Subject Warrants, and together with the Subject Shares, the Subject Securities);
WHEREAS, concurrently with the execution hereof, Parent, Purchaser and Tetraphase Pharmaceuticals, Inc., a Delaware corporation (the Company), are entering into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the Merger Agreement), which provides, among other things, that (i) Purchaser shall commence a tender offer (the Offer) to purchase all of the outstanding shares of Company Common Stock and (ii) following the completion of the Offer, Purchaser shall be merged with and into the Company, with the Company surviving the Merger and becoming a wholly-owned subsidiary of Parent, in each case upon the terms and subject to the conditions set forth in the Merger Agreement; and
WHEREAS, as a condition to their willingness to enter into the Merger Agreement, and as an inducement and in consideration for Parent and Purchaser to enter into the Merger Agreement, each Stockholder, severally and not jointly, and on such Stockholders own account with respect to the Subject Shares, has agreed to enter into this Agreement.
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: