Debt Commitment Letter, dated December 18, 2018, by and among Melinta Therapeutics, Inc., Vatera Healthcare Partners LLC and Vatera Investment Partners LLC

Exhibit 10.1

December 18, 2018

Melinta Therapeutics, Inc.

300 George Street

Suite 301

New Haven, Connecticut 06511

Ladies and Gentlemen:

Melinta Therapeutics, Inc. (the “Borrower”) has requested that Vatera Healthcare Partners LLC (“VHP”) and Vatera Investment Partners LLC (“VIP” and, collectively with VHP, the “Initial Lenders”) provide the Borrower with an up to $135,000,000 senior subordinated convertible loan facility (the “Facility”) on the terms and subject to the conditions set forth in Exhibit A hereto (the “Term Sheet”). Defined terms used but not defined herein shall have the meanings given thereto in the Term Sheet.

1. Commitment. VHP is pleased to inform you of its several, and not joint, commitment to provide up to $100,000,000 of the Facility and VIP is pleased to inform you of its several, and not joint, commitment to provide $35,000,000 of the Facility (such commitments, collectively, the “Commitment”). Notwithstanding anything herein to the contrary, the aggregate liability of the Initial Lenders under this letter shall at no time exceed the aggregate amount of the Commitment. For the avoidance of doubt, the obligation of the Initial Lenders (or their respective successors and permitted assigns) to fund the initial Loans on or after the Closing Date is subject in all respects to the conditions set forth under the heading “Conditions Precedent to Effectiveness and Initial Loans” in the Term Sheet and the obligation to fund subsequent Loans is subject in all respects to the conditions set forth under the heading “Conditions Precedent to Subsequent Loans” in the Term Sheet.

2. Termination. The Initial Lenders’ obligation hereunder to enter into the Loan Documents and fund the initial Loans on or after the Closing Date shall terminate automatically and immediately upon the earliest to occur of (i) the effectiveness on the Closing Date of the Loan Documents in accordance with the Term Sheet, at which time the respective commitments of the Initial Lenders hereunder shall be replaced with the respective commitments of the Initial Lenders under the Loan Documents, (ii) February 15, 2019 and (iii) the date that a third party acquires all of the capital stock of the Company through merger, purchase or otherwise. Upon such termination pursuant to this Section 2, the Initial Lenders shall not have any further obligation or liability hereunder with respect to the Commitment, provided, however that notwithstanding such termination, Sections 4, 5, 6, 7, 8 and 12 shall survive such termination. Notwithstanding any provision hereof to the contrary, the provisions of the Term Sheet set forth under “Right to Fund” and “Exit Fees” shall become effective immediately upon the effectiveness of this letter (whether or not the Loan Documents are executed) and shall remain effective notwithstanding the termination of this letter (unless expressly replaced by provisions of the Loan Documents providing for the rights set forth therein) or the Commitment.

3. Assignment. Subject to applicable securities laws, each Initial Lender may assign all or a portion of its obligation to fund the Commitment to another Initial Lender, to one or more affiliated investment funds or to other co-investors (which co-investors may include, for the avoidance of doubt, third party investors that are not affiliated with such Initial Lender or its affiliates) without the consent of the Borrower, but no such assignment (other than to another Initial Lender or affiliate of an Initial Lender) shall relieve any such Initial Lender of its obligations hereunder.

4. No Third Party Beneficiaries. Except to the extent set forth in Section 5, this letter shall be binding solely on, and inure solely to the benefit of, the parties hereto and their respective successors and permitted assigns, and nothing set forth in this letter, express or implied, shall be construed to confer upon or give to any person or entity, other than the parties hereto and their respective successors and permitted assigns, any benefits, rights or remedies under or by reason of, or any rights to enforce, the Commitment or any provisions of this letter.

5. Limited Recourse; Enforcement; Indemnity.

(a) Notwithstanding anything that may be expressed or implied in this letter or any document or instrument delivered in connection herewith, the Borrower, by its acceptance of the benefits of the Commitment provided herein, covenants, agrees and acknowledges (i) that no person or entity other than the Initial Lenders (and their respective successors and permitted assigns) shall have any obligation hereunder or in connection with the transactions contemplated hereby, (ii) in no event shall the Borrower seek, and the Borrower shall cause each of its affiliates not to seek, any special, exemplary, consequential, indirect or punitive damages, or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other similar losses or damages, whether at law, in equity, in contract, in tort or otherwise, against any Initial Lender or any Specified Person (as defined below) (the “Non-Prohibited Claims”), and (iii) that, notwithstanding that an Initial Lender may be, or any of its successors and permitted assigns may be, a corporation, limited liability company or similar business entity, the Borrower shall have no right of recovery against, and no recourse shall be had against, and no personal liability shall attach to, any of the former, current or future direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, agents, general or limited partners, managers, members, affiliates, attorneys or other representatives of such Initial Lender or any of such Initial Lender’s successors or assigns or any former, current or future director, officer, employee, direct or indirect equity holder, equity or other financing source, portfolio company, management company, controlling person, agent, general or limited partner, manager, member, stockholder, affiliate, attorney or other representative or successor or assign of any of the foregoing (together with any person or entity to whom any of the foregoing has assigned its obligations hereunder in accordance with the terms hereof, a “Specified Person” and together, the “Specified Persons”), hereunder or under any documents or instruments delivered in connection herewith or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, whether by or through attempted piercing of the corporate (or limited liability company or limited partnership) veil, by or through a proceeding (whether at law, in equity, in contract, in tort or otherwise) by or on behalf of the Borrower against any Specified Person, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any applicable law, or otherwise, except, for the avoidance of doubt, for its rights to recover from the Initial Lenders and their respective successors and permitted assigns (but not any other person or entity) under and to the extent provided in this letter and any other claims that are Non-Prohibited Claims; it being agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Specified Person for any obligations of the Initial Lenders or any of their respective successors or permitted assigns under this letter or any documents or instruments delivered in connection herewith, in respect of any transaction contemplated hereby or in respect of any representations made or alleged to have been made in connection herewith or therewith or for any claim (whether at law, in equity, in contract, in tort or otherwise) based on, in respect of, or by reason of such obligations or their creation.

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(b) Regardless of whether the Closing Date occurs, you agree to (a) indemnify, defend and hold the Initial Lenders and each of their officers, directors, managers, members, employees and agents (collectively, “Related Parties”) (each, an “Indemnified Person”), harmless from and against all losses, disputes, claims, investigations, litigation, proceedings, and related reasonable and documented out-of-pocket expenses (but limited to, in the case of attorneys’ fees, the reasonable and documented out-of-pocket fees, charges and disbursements of one external counsel for the Indemnitees, taken as a whole, and, if necessary, one additional conflicts counsel) to which any Indemnified Person may become subject in connection with this commitment letter, the Term Sheet, the Facility, the use or the proposed use of the proceeds thereof or the transactions contemplated by this commitment letter or the Term Sheet (each, a “Claim”), regardless of whether such Indemnified Person is a party thereto (and regardless of whether such matter is initiated by or against a third party, you, or any of your affiliates), and (b) reimburse each Indemnified Person upon demand for all reasonable and documented out-of-pocket expenses (subject to the limitations set forth in clause (a) with respect to attorneys’ fees) incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (each, an “Expense”); provided that no Indemnified Person shall be entitled to indemnity hereunder in respect of any Claim or Expense to the extent that the same is found by a final, non-appealable judgment of court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of such Indemnified Person or any of its Related Parties.

(c) Subject to Section 5(d), this letter may only be enforced by the Borrower, and none of the Borrower’s creditors and no other person or entity that is not a party to this letter shall have any right to enforce this letter or to cause the Borrower to enforce this letter.

(d) The Specified Persons are express third-party beneficiaries of this Section 5.

6. Confidentiality. This letter may not be used, circulated, quoted or otherwise referred to in any document (other than any SEC filing required to be made under applicable law, rule or regulation), except with the written consent of the Initial Lenders; provided, further, that any party hereto may disclose the existence of this letter to the extent required by any governmental or regulatory authority or as required by applicable law, rule or regulation, so long as the disclosing party (a) promptly notifies the Initial Lenders in reasonable detail of the circumstances giving rise to such required disclosure, (b) uses its reasonable best efforts to seek to limit such disclosure and maintain the confidentiality of this letter and the terms and conditions hereof and (c) uses its reasonable best efforts to give the Initial Lenders an opportunity to comment on such disclosure and to incorporate such comments therein.

7. Existing Purchase Agreement. Concurrently with the execution of this letter, the Company and VHP hereby agree that the Purchase Agreement, dated November 19, 2018, by and between the Company and VHP is terminated in all respects, except with respect to Article V (solely to the extent related to Section 5.1(iii), which, notwithstanding the terms thereof, the Company and VHP agree shall cover the period from and after the date of the Purchase Agreement ) or as otherwise set forth in Section 6.16 thereof.

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8. Governing Law; Consent to Jurisdiction.

(a) This letter (and any claim or controversy arising out of or relating to this letter) shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York.

(b) Each party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York state court, or federal court of the United States of America, in each case sitting in the City, County and State of New York, and any appellate court from any thereof, in any action, suit or proceeding arising out of or relating to this letter or the transactions contemplated hereby or for recognition or enforcement of any judgment relating thereto, and each party hereby irrevocably and unconditionally: (i) agrees not to commence any such action, suit or proceeding except in such courts; (ii) agrees that any claim in respect of any such action, suit or proceeding may be heard and determined in such New York state court or, to the extent permitted by applicable Law, in such federal court; (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such New York state or federal court; and (iv) waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action, suit or proceeding in any such New York state or federal court. Each party agrees that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

9. Entire Agreement; Amendments and Waivers. This letter, together with the Loan Documents, constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior written or oral and all contemporaneous oral agreements and understandings between any of the parties hereto with respect to the subject matter hereof and thereof. This letter may not be amended, and no provision hereof waived or modified, except by an instrument signed by each of the parties hereto.

10. Interpretation. The titles and captions in this letter are for reference purposes only, and shall not in any way define, limit, extend or describe the scope of this letter or otherwise affect the meaning or interpretation of this letter. The words “including” or any variation thereof means “including, without limitation,” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

11. Counterparts. This letter may be executed in one or more counterparts for the convenience of the parties hereto, each of which shall be deemed an original and all of which together will constitute one and the same instrument, and this letter shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto. Delivery of an executed counterpart of a signature page to this letter by facsimile or electronic transmission shall be effective as delivery of a mutually executed counterpart to this letter.

12. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL

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BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.

13. Severability. If any term or other provision of this letter is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this letter shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto; provided, however, that this letter may not be enforced without giving effect to the provisions in Sections 1, 2, 3, 4 and 5 of this letter (including by giving effect to any maximum dollar amounts set forth therein). Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this letter so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

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Exhibit A

MELINTA THERAPEUTICS, INC.

Senior Subordinated Convertible Loans

Term Sheet