Headings Contract Clauses (37,892)

Headings. Section and subsection headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof. 16 19. Governing Law. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State Commonwealth of West Virginia (but not including the any choice of law rules thereof). rule thereof that would cause the laws of another jurisdiction to apply). View More

Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. 33 If the foregoing correctly sets forth the agreement between the Company and the Underwriters, please indicate your acceptance in the space provided for that purpose below. Very truly yours, TETRAPHASE PHARMACEUTICALS, INC. By: /s/ Guy Macdonald Name: Guy Macdonald Title: CEO Accepted: For themselves and as Representatives of the... several Underwriters named in Schedule I hereto By BMO CAPITAL MARKETS CORP. By: /s/ Mihir Mantri Authorized Representative By STIFEL, NICOLAUS & COMPANY, INCORPORATED By: /s/ Seth Rubin Authorized Representative By GUGGENHEIM SECURITIES, LLC By: /s/ Stuart Duty Authorized Representative SCHEDULE I Underwriters Number of Shares ofFirm Stock BMO Capital Markets Corp. 1,548,000 1,422,000 Stifel, Nicolaus & Company, Incorporated 1,462,000 1,343,000 Guggenheim Securities, LLC 516,000 Nomura 474,000 JMP Securities International, Inc. 387,000 SunTrust Robinson Humphrey, Inc. 387,000 LLC 355,500 Needham & Co., LLC 355,500 Total 4,300,000 3,950,000 SCHEDULE II PERSONS DELIVERING LOCK-UP AGREEMENTS Directors L. Patrick Gage Garen Bohlin John G. Freund Steven R. Gullans Nancy Wysenski Jeffrey A. Chodakewitz Officers Guy Macdonald David C. Lubner Patrick T. Horn Craig Thompson Maria Stahl SCHEDULE III ORALLY CONVEYED PRICING INFORMATION 1. $35.00 $19.00 per share 2. 4,300,000 3,950,000 shares of Firm Stock and 645,000 592,500 shares of Option Stock. SCHEDULE IV ISSUER FREE WRITING PROSPECTUSES – ROAD SHOW MATERIALS Electronic Road Show. SCHEDULE V ISSUER FREE WRITING PROSPECTUS None. SCHEDULE VI WRITTEN TESTING-THE-WATERS COMMUNICATIONS None. Exhibit A EXHIBIT A LOCK-UP LETTER AGREEMENT EXHIBIT B-1 FORM OF OPINION OF COMPANY'S COUNSEL EXHIBIT B-2 FORM OF OPINION OF COMPANY'S REGULATORY COUNSEL EXHIBIT B-3 FORM OF OPINION OF COMPANY'S PATENT COUNSEL EX-1.1 2 d892030dex11.htm EXHIBIT 1.1 d806099dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 Exhibit 1.1 EXECUTION VERSION 4,300,000 3,950,000 TETRAPHASE PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENT March 11, 2015 October 16, 2014 BMO CAPITAL MARKETS CORP. STIFEL, NICOLAUS & COMPANY, INCORPORATED GUGGENHEIM SECURITIES, LLC As Representatives of the several Underwriters named in Schedule I attached hereto, c/o BMO Capital Markets Corp. 3 Times Square Square, Floor 27 New York, NY 10036 Ladies and Gentlemen: Tetraphase Pharmaceuticals, Inc., a Delaware corporation (the "Company"), proposes to sell 4,300,000 3,950,000 shares (the "Firm Stock") of the Company's common stock, par value $0.001 per share (the "Common Stock"). In addition, the Company proposes to grant to the underwriters (the "Underwriters") named in Schedule I attached to this agreement (this "Agreement") an option to purchase up to 645,000 592,500 additional shares of the Common Stock on the terms set forth in Section 2 (the "Option Stock"). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the "Stock". This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters. View More