Exhibit
10.3


 


HQ Global
Workplaces Service Agreement


 


	
  Service
  Agreement Type:

  	
  

  	
  

  	
  

  	
  Agreement
  Date:

  	
  May 4,
  2005

  



 


	
  

  	
   

  	
  Business
  Center Bank Details

  
	
   

  	
   

  	
   

  
	
  Street/Floor

  	
   

  	
  4819 Emperor
  Blvd., Imperial Business Park - 4th Floor

  	
   

  	
  Name:

  	
   

  	
   

  
	
  City:

  	
   

  	
  Durham

  	
   

  	
  Sort code:

  	
   

  	
   

  
	
  State & Zip Code:

  	
   

  	
  NC, 27703

  	
   

  	
  Account number:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Client details (not an HQ center address)

  	
   

  	
  Corporate Account

  	
   

  	
  o Yes  PCA  o Yes

  
	
  Company
  Name:

  	
   

  	
  Tranzyme
  Pharmceuticals

  	
   

  	
  Federal ID No.:

  	
   

  	
   

  
	
  Address:

  	
   

  	
  3001
  12th Avenue North

  	
   

  	
  Contact
  Name/Title:

  	
   

  	
  Vipin
  K. Garg, Ph.D.

  
	
  State:

  	
   

  	
  Quebec

  	
   

  	
  City:

  	
   

  	
  Sherbrooke

  
	
  Telephone:

  	
   

  	
  819.820.6838

  	
   

  	
  Zip
  Code:

  	
   

  	
  J1H
  5N4

  
	
  Emergency
  Contact:

  	
   

  	
  919.434.6643

  	
   

  	
  Fax:

  	
   

  	
  819.820.6841

  
	
  Email
  Address:

  	
   

  	
  vgarg@tranzyme.com

  	
   

  	
  Emergency
  Phone:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Invoicing details (if
  different)

  	
   

  	
  Contact
  Name/Title:

  	
   

  	
  Accounts
  Payable

  
	
  Company
  Name:

  	
   

  	
   

  	
   

  	
  City:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  	
  Zip
  Code:

  	
   

  	
   

  
	
  State:

  	
   

  	
   

  	
   

  	
  Fax:

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
											



 


The
standard fee (excluding tax)


 


	
  Office Number

  	
   

  	
  Market Office Price

  per Month $

  	
   

  	
  Monthly

  Office Price $

  	
   

  	
  Number of

  workstations

  	
   

  	
  Total per Month $

  	
   

  	
  Comments

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  447

  	
   

  	
  $

  	
  8,240.00

  	
   

  	
  $

  	
  6,180.00

  	
   

  	
  1

  	
   

  	
  $

  	
  6,180.00

  	
   

  	
  Please
  see addendum A,B,C

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  0.00

  	
   

  	
  455,456,457 Rent free for May

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $2700
  rent for month of June

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  0.00

  	
   

  	
  Free
  rent thereafter until occ.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  0.00

  	
   

  	
  of
  Suite 447.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  0.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  0.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Total per Month $

  	
   

  	
  $

  	
  6,180.00

  	
   

  	
   

  	
   

  
															



 


	
  Initial Payment:

  	
   

  	
  Monthly
  Office Payment

  	
   

  	
   

  	
   

  	
  $

  	
  6,180.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Service
  Retainer

  	
   

  	
  2

  	
   

  	
  $

  	
  10,180.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Monthly
  Taxes

  	
  Rate

  	
  0.00%

  	
   

  	
   

  	
  $

  	
  0.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Total Initial Payment

  	
   

  	
  $

  	
  16,360.00

  	
   

  	
   

  	
   

  
	
  Monthly Payment:

  	
   

  	
  Total Monthly Pymt (excl. of services)

  	
   

  	
  $

  	
  6,180.00

  	
   

  	
   

  	
   

  
												



 


	
  Length of Agreement

  	
   

  	
  Start
  date (MM/DD/YY):

  	
  May 1, 2005

  	
  End date (MM/DD/YY):

  	
   

  	
  February 28, 2006

  	
   

  



 


Comments


 


After first three months, client to have 30-day notice period to break
agreement without penalty. Proper written notice required to exercise the break
and must end the last day of the month.


 


Check here if you
do not consent to HQ processing data in accordance with Clause 28 of this
Agreement. o


 


We are HQ Global
Workplaces, Inc at 15305 North Dallas Parkway, 14th Floor, Addison, TX
75001.  This Agreement incorporates our
terms of business set out on attached Terms of Business which you confirm you
have read and understood.  We both agree
to comply with those terms and our obligations as set out in them.  Note that the Agreement does not come to an
end automatically.  See “Bringing your
Agreement to an end”.


 


	
  Name
  (printed)

  	
  /s/
  Richard I. Eisenstadt

  	
   

  	
  Name
  (printed)

  	
  Jennifer
  Dittmer

  
	
  Title
  (printed)

  	
  Richard
  I. Eisenstadt

  	
   

  	
  Title
  (printed)

  	
  Sales
  Manager

  
	
  Date
  (MM/DD/YY)

  	
  5/6/2005

  	
   

  	
  Date
  (MM/DD/YY)

  	
  4/28/2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED on your behalf (Client)

  	
   

  	
  SIGNED on our behalf (HQ Global Workplaces, Inc)

  



 





 














 


Terms of Business


USING HQ
BUSINESS CENTERS


 


1. We Are
HQ Global Workplaces Inc. known hereafter as “HQ”.


 


These are our terms of
business. They apply to the service Agreement which you the client have signed
(which we refer to simply as your Agreement).


 


Your Agreement supersedes
any previous Agreement you may have with us for the same services and contains
all the terms we have agreed.


 


STANDARD
SERVICES INCLUDED IN YOUR STANDARD FEE


 


2.
Furnished Office Accommodation


 


We are to provide the number
of serviced and fully furnished accommodations for which you have agreed to pay
in the business center stated in your Agreement (also referred to in this
Agreement as the “Furnished Office Accommodation” or the “Accommodation(s)”).
Your Agreement lists the accommodations we have initially allocated for your
use.


 


Occasionally, we may need to
allocate different accommodations, but these will be of equivalent size and we
will attempt to obtain your approval with respect to such different
accommodations in advance.


 


3. Office
Services


 


We are to provide the
services described on the front of this Agreement, the HQ workstation or cube
offer and the Connectivity Order during normal operating hours Monday to
Friday. (Connectivity is available 24/7) 


 


We are happy to discuss
special arrangements for use of these services outside our normal operating
hours. All services are subject to the availability of our center team at the
time of any service request. We will endeavor to deal with a service request at
the earliest opportunity, but will not be held responsible for any delay.


 


If in our opinion, we decide
that a request for any particular Business Service is excessive, we reserve the
right to charge an additional fee at our usual published rates based on the
time taken to complete the service.


 


4. HQ
Internet Access


 


You must comply with any
copyright notices, license terms or other notices appearing on screen or as
part of any material on the Internet or our network. You must not copy, use or
exploit such software or other material in any way, unless we have explicitly
given you permission to do so. You must strictly comply with the terms of any
permission that we give.


 


We do not make any
representations as to the security of our network (or the Internet) or of any
information that you place on it. You should adopt whatever security measures
(such as encryption) you believe are appropriate to your circumstances.


 


We cannot guarantee that a
particular degree of availability will be attained in connection with your use
of the services.


 


You hereby warrant to us
that our provision of these services to you will not infringe the rights of any
third party.


 


You agree to comply with the
HQ Technology Policy as set out on the HQ acceptable use policy located in your
welcome pack upon move in.


 


We warrant that the services
shall be provided and performed in a professional and workmanlike manner and
shall conform to the description of the services set out in the offers for “HQ
Connectivity Services”. If we fail to provide the services as warranted, your
sole and exclusive remedy shall be the remedy of such failure by us within a
reasonable time after written notice.


 


The above warranty is in
lieu of all other terms, conditions and warranties, whether express or implied
by usage, custom, statute or otherwise, appertaining to the services and manner
in which we perform our obligations and exercise our rights including, but
without prejudice to the generality of the foregoing, such as relate to the
description, performance, quality, suitability or fitness for any particular
purposes, of the services. We do not warrant that the services will be
uninterrupted or error free.


 


USING THE
ACCOMMODATION


 


5. On
Moving In


 


You will be asked to sign an
inventory of all accommodation(s), furniture and equipment you are permitted to
use, together with a note of its condition, and details of the keys or entry
cards issued to you. You may at any time have as many employees working in your
accommodation(s) as there are allowable workstations. This number is noted
on the front of this Agreement. If at any time you exceed the number of people
than there are workstations those employees will pay the hourly or daily rate
for additional accommodations. This fee will be in addition to the monthly
supplemental fee and Hotdesk fee.


 


6. The
Nature Of Your Business


 


You must only use the
accommodation for office purposes, and only for the business stated in your
Agreement or subsequently agreed with us. Office use of a “retail” nature,
involving frequent visits by members of the public, is not permitted. You must
not carry on a business which competes with our business of providing serviced
office accommodations. You must not use the name HQ in any way in connection
with your business.


 


7. Your
Name And Address


 


You may only carry on that
business in your name or some other name that we previously agree. At your
request and cost we will include that name in the house directory at the
business center, where this is available. You must not put up any signs on the
doors to your accommodation or anywhere else which is visible from outside the
Accommodation you are using. You may use the business center address as your
business address. If you use the center address as your registered business
address, you must have a third-party registered as your agent for service of
process.


 


8. Taking
Care Of Our Property


 


You must take good care of
all parts of the business center, its equipment, fittings and furnishings which
you use. You must not alter any part of it. You are liable for any damage
caused by you or those in the business center with your permission or at your
invitation.


 


9. Office
Furniture And Equipment


 


You must not install any
furniture or office equipment, cabling, IT or telecom connections without
our consent, which we may refuse at our absolute discretion.


 


10. Keys
And Security


 


Any keys or entry cards
which we let you use remain our property at all times. You must not make any
copies of them or allow anyone else to use them without our consent. Any loss
must be reported to us immediately and you must pay the cost of replacement
keys or cards and/ or changing locks, if required. If you are permitted to use
the business center outside normal working hours it is your responsibility to
lock the doors to your accommodation and to the business center when you leave.


 


11. Comply
With The Law


 


You must comply with all
relevant laws and regulations in the conduct of your business. You must do
nothing illegal. You must not do anything that may interfere with the use of
the business center by us or by others, cause any nuisance or annoyance,
increase the insurance premiums we have to pay or cause loss or damage to us or
to the owner of any interest in the building which contains the business
center. You acknowledge that (a) the terms of the foregoing sentence are a
material inducement to us for the execution of your Agreement and (b) any
violation by you of the foregoing sentence shall constitute a material default
by you hereunder, entitling us to terminate your Agreement.


 


12. Comply
With House Rules


 


You must comply with any
house rules which we impose generally on users of the business center
whether for reasons of health and safety, fire precautions or otherwise.


 


13.
Insurance


 


It is your responsibility to
arrange insurance for your own property which you bring into the business
center and for your own liability to your employees and to third parties.


 


PROVIDING
THE SERVICES


 


14. Access
To Your Accommodation


 


We can enter your
accommodation at any time. However, unless there is an emergency we will as a
matter of courtesy try to inform you in advance when we need access to carry
out testing, repair or works other than routine inspection, cleaning and
maintenance. We will also respect security procedures to protect the confidentiality
of your business. 


 


15. At The
Start Of Your Agreement


 


If for any reason we cannot
provide the Accommodation(s) stated in your Agreement by the date when
your Agreement is due to start we have no liability to you for any loss or
damages but you may cancel the Agreement without penalty. We will not charge
you the standard fee for accommodations you cannot use until they become
available.


 


16.
Suspension Of Services


 


We may by notice suspend the
provision of services (including access to the business center) for reasons of
political unrest, strikes, or other events beyond our reasonable control, in
which event payment of the standard fee will also be suspended for the same
period.


 


17. Our
Liability


 


We are not liable for any
loss as a result of our failure to provide a service as a result of mechanical
breakdown, strike, delay, failure of team, termination of our interest in the
building containing the business center or otherwise unless we do so
deliberately or are grossly negligent. We are also not liable for any failure
until you have informed us about it in writing and given us a reasonable time
to put right.


 


You agree (a) that we
will not have any liability for any loss, damage or claim which arises as a
result of, or in connection with, your Agreement and/or your use of the
services except to the extent that such loss, damage, expense or claim is directly
attributable to our deliberate act or our gross negligence (our liability); and
(b) that our liability will be subject to the limits set out in the next
paragraph.


 


We will not in any
circumstances have any liability for loss of business, loss of profits, loss of
anticipated savings, loss of or damage to data, third party claims or any
consequential loss. We strongly advise you to insure against all such potential
loss, damage expense or liability.


 


We will be liable:


 


·                  up to a maximum of
$1,000,000 (for any one event or series of connected events) for damage to your
personal property;


 


·                  up to a maximum equal to
125% of the total fees paid under your Agreement up to the date on which the
claim in question arises or $50,000 (whichever is the higher), in respect of
all other losses, damages expenses or claims.


 


YOUR
AGREEMENT


 


18. The
Nature Of Your Agreement


 


Your Agreement is the
commercial equivalent of an Agreement for accommodation in a hotel. The whole
of the business center remains our property and in our possession and control.
You acknowledge that your Agreement creates no tenancy interest, leasehold
estate or other real property interest in your favor with respect to the accommodation.
We are giving you just the right to share with us the use of the business
center so that we can provide the services to you. The Agreement is personal to
you and cannot be transferred to anyone else. We may transfer the benefit of
your Agreement and our obligations under it at any time.


 


19.
Duration


 


Your Agreement lasts for the
period stated in it and will then automatically be extended for successive
periods equal to the current term but no less than 3 months until brought to an
end by you or by us. All periods shall run to the last day of the month in
which they would otherwise expire. The fees on any renewal will be the market
price listed on the front of the service Agreement. In all other respects your
Agreement will renew on the same terms and conditions.


 


20.
Bringing Your Agreement To An End


 


Either of us can terminate
your Agreement at the end date stated in it, or at the end of any extension or
renewal period, by giving at least three months written notice to the other.
However, if your Agreement, extension or renewal is for three months or less
and one of us wishes to terminate it, the notice period is two months or if
shorter one week less than the period stated in your Agreement, extension or
renewal.


 


21. Ending
Your Agreement Immediately


 


We may put an end to your
Agreement immediately by giving you notice if: you become insolvent, go into
liquidation or become unable to pay your debts as they fall due, you are in
breach of one of your obligations which cannot be put right or which we have
given you notice to put right and which you have failed to put right within
fourteen days of that notice, or your conduct, or that of someone at the
business center with your permission or at your invitation, is incompatible with
ordinary office use.


 


If we put an end to the
Agreement for any of these reasons it does not put an end to any then
outstanding obligations you may have and you must:


 


·                  pay for additional services
you have used


 


·                  pay the standard fee for the
remainder of the period for which your Agreement would have lasted had we not
ended it, or (if longer) for a further period of three months, and


 


·                  indemnify us against all
costs and losses we incur as a result of the termination.


 


22. If The
Business Center Is Not Available


 


In the unlikely event that
we are no longer able to provide the services and accommodation at the business
center stated in your Agreement then your Agreement will end and you will only
have to pay standard fees up to the date it ends and for the additional
services you have used. We will try to find a suitable alternative
accommodation for you at another Regus/HQ business center.


 


23. When
Your Agreement Ends


 


Upon your departure or if
you, at your option, choose to relocate to a different accommodation within the
business center a flat fee ($250.00 per office) will be assessed to cover the
routine cost of repainting and redecorating the accommodation to return it to
its original condition in addition to general maintenance to the common areas
of the business center in which you have had access. We reserve the right to
charge additional reasonable fees for any repairs needed above and beyond
normal wear and tear. If you leave any of your own property in the business
center we may dispose of it in any way we choose without owing you any
responsibility for it or any proceeds of sale. 


 


In order to transition your
mail and telephone calls from the business center, you will be automatically
entered into a HQ Virtual Office (“VO”) Agreement with us on our standard terms
at the time for 3 months. Current contract terms and pricing can be obtained
online or through your HQ General Manager. 


 


If you continue to use the
accommodation when your Agreement has ended: 


 


·                  you are responsible for any
loss, claim or liability we incur as a result of your failure to vacate on
time.


 


·                  we may, at our discretion,
permit you an extension subject to a surcharge on the standard fee.


 


24.
Employees


 


While your Agreement is in
force and for a period of six months after it ends, you must not solicit or
offer employment to any of our current employees or anyone who has left our
employment in the last 3 months. If you do, we estimate our loss at the
equivalent of one year’s salary for each of the employees concerned and you
must pay us damages equal to that amount.


 


25. Notices


 


All formal notices must be
in writing. Client is responsible to keep current address of record on file
with the center.


 


26.
Confidentiality


 


The terms of your Agreement
are confidential. Neither of us may disclose them without the other’s consent
unless required to do so by law or an official authority. This obligation
continues after your Agreement ends.


 


27.
Indemnities


 


You must indemnify us in
respect of all liability, claims, damages, loss and expenses which may arise
(except to the extent caused by our gross negligence or willful misconduct).


 


·                  If someone dies or is
injured while in the accommodation you are using.


 


·                  From a third party in
respect of your use of the business center and the services.


 


·                  If you do not comply with
the terms of your Agreement.


 


You must also pay any cost,
including reasonable legal fees, which we incur in enforcing your Agreement.


 


28. Data
Protection


 


You agree that we may
process, disclose or transfer (including outside the EEA — European Economic
Area - to other countries which are part of our international network from time
to time) any personal data which we hold on or in relation to you provided that
in doing so we take such steps as we consider reasonable to ensure that it is
used only to fulfill our obligations under your Agreement; for work assessment
and fraud prevention; or to make available information about new or beneficial
products and services offered by us and other organizations which we consider
may be of interest to you.


 


Please be aware that
countries outside the EEA — European Economic Area - may not have laws in force
to protect your personal data.


 


29.
Applicable Law


 


Your Agreement is
interpreted and enforced in accordance with the laws of the state in which the
business center in question is located. We both accept the exclusive
jurisdiction of the courts of such jurisdiction where the center is located.


 


FEES


 


In the following clauses any
references to “fees” alone means all of the standard service fees,
pay-as-you-use fees, the Business Services price, and the Connectivity Service
price.


 


30.
Standard Services


 


The standard fee, the
Business Services price (if applicable), the Connectivity Service price (if
applicable) and the Telecom Services price (if applicable) plus appropriate
taxes and all other fees and charges referred to in our service Agreement, in
accordance with our published rates which may change from time to time, are
invoiced in respect of the services to be provided during the following month
in advance in full on the 1st day (or such other day as we designate) of each
month. You agree to pay promptly all (i) sales, use, excise and any other
taxes, surcharges or license fees which you are required to pay to any governmental
authority (and, at our request, will provide to use evidence of such payment),
and (ii) any taxes paid by us attributable to your accommodation,
including, without limitation, any gross receipts, rent and occupancy taxes,
surcharge fees or tangible personal property taxes. The Business and
Connectivity Service Packages or Business and Connectivity Supplemental Service
are mandatory for the Cube and Hotdesk offering.


 


31.
Additional Services


 


Fees for additional
services, plus applicable taxes, in accordance with our published rates which
may change from time to time, are invoiced in arrears and payable on the 1st
day (or such other day as we designate) of the month following the calendar
month in which the additional services were provided.


 


32. Service
Retainer


 


You will be required to pay
a service retainer equivalent to 2 months standard office fee on entering into
your Agreement. This will be held by us as security for performance of all your
obligations under your Agreement. The service retainer, or any balance after
deducting outstanding fees, three months Business Continuation fee, and other costs
due to us, will be returned to you within 30 days of the date you have settled
your account with us in full. We may require you to pay an increased retainer
if outstanding fees exceed the service retainer held or if you frequently fail
to pay us when due.


 


33. Late
Payment


 


If you do not pay fees when
due, a service fee of $25.00 plus 5% interest will be charged on all overdue
balances under $1,000.00 or a fee of $50.00 plus 5% interest on all overdue
balances will be charged on all overdue balances of $1,000.00 or greater. If
you dispute a part of any invoice you must pay the amount not in dispute by the
due date or be subject to late fees. The amount of interest and fees we charge
will be the lesser of the amounts stated, or the State’s legally enforceable
maximum, whichever is the lesser. In the case of U.S. Government Contracts, the
amount of interest and fees we charge will be lesser of the amounts stated or
those set by the Secretary of the Treasury and implemented by the Prompt
Payment Act.


 


34.
Insufficient Check Fees


 


You will pay a fee of $25.00
or the maximum amount permitted by law for the return of any payment for
insufficient funds.


 


35. Subordination


 


Your Agreement is
subordinate to our lease with our landlord and to any other Agreements to which
our lease with our landlord is subordinate.


 


36. Annual
Increase


 


We will increase your
current standard service fee on each and any annual anniversary of the start
date of your Agreement by 4% or the CPI, whichever is greater, or such other
broadly equivalent index which we substitute, over the previous year. This will
only apply to Agreements that have an original start and end date constituting
more than a 12 month term. Renewals do not fall under this category and will be
renewed as per clause 19 above.


 


	
  Client Initials

  	
  RIE

  	
   

  



 






 










 





 


This
Exhibit “A” is attached to and made a part of HQ, a member of the Regus
Group Network (“HQ”) Service Agreement (the “Service Agreement”) between
Tranzyme, Inc.  (“Client”) and HQ,
entered as of this 6th day of May, 2005 for Suite 447, located at 4819
Emperor Blvd., Durham, NC 27703, USA.


 


WHEREAS
the parties agree to modify certain terms of the Service Agreement as described
herein:


This
Addendum is made a part of the existing Service Agreement dated May 06,
2005.


 


Client
to occupy offices 455, 456, 457, 466, and 471 until construction is completed
per attached addendum B in suite 447. HQ shall be responsible for contracting
to have the space demised and any associated improvements. Tranzyme agrees
to front $18,000.00 on July 01, 2005 for such work. These funds will in
effect pre-pay rent for July, August, and September, 2005. HQ agrees to waive
the monthly office fee for Suite 447 during the first (3) months of
occupancy of Suite 447. HQ will invoice Tranzyme for any balance due,
including a staggered deposit schedule as detailed in Addendum C. HQ will be
financially responsible for any construction cost above $18,000.00, with the
exception of any special requests or additional requirements from Tranzyme.


 


The term of this Addendum shall be for 10 months terminating on February 28,
2006. Along with original service agreement, it will automatically renew
for another six months if a termination or extension is not provided in writing
by December 01, 2005. It is further provided that all of the other terms
of the existing Service Agreement (and any subsequent Addenda) shall apply to
the above noted suite and workstations and, except as set forth above, all of
the terms and conditions of the existing Service Agreement (and any subsequent
Addenda) shall remain in full force and effect.


 


AGREED to this 6th day of May, 2005


 


	
  HQ,
  a member of the Regus Group Network

  	
   

  	
  Tranzyme, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Aaron M. Bittikofer

  	
   

  	
  By:
  

  	
  /s/
  Richard I. Eisenstadt

  
	
   

  	
  Name:

  	
  Aaron
  M. Bittikofer

  	
   

  	
   

  	
  Name:
  

  	
  Richard
  I. Eisenstadt

  
	
   

  	
  Title:

  	
  General Manager

  	
   

  	
   

  	
  Title:

  	
  CFO

  
								



 


RTP Center


4819 Emperor Blvd.


4th Floor


Durham NC 27703


T 919-313-4500    F 919-313-4508


 














 





 






 










 





 


This
Exhibit “C” is attached to and made a part of HQ, a member of the Regus
Group Network (“HQ”) Service Agreement (the “Service Agreement”) between
Tranzyme, Inc.  (“Client”) and HQ,
entered as of this 6th day of May, 2005 for Suite 447, located at 4819
Emperor Blvd., Durham, NC 27703, USA.


 


WHEREAS
the parties agree to modify certain terms of the Service Agreement as described
herein:


 


This
Addendum is made a part of the existing Service Agreement dated May 06,
2005. Client agrees to pay a refundable service retainer to HQ due
on the following dates:


 


	
  MAY 09, 2005: 

  	
  $

  	
  1000

  	
   

  
	
  JUNE 01, 2005: 

  	
  $

  	
  3000

  	
   

  
	
  SEPT 01, 2005: 

  	
  $

  	
  6180

  	
   

  



 


The term of this Addendum shall be for 10 months terminating on February 28,
2006. Along with original service agreement, it will automatically renew
for another six months if a termination or extension is not provided in writing
by December 01, 2005. It is further provided that all of the other terms
of the existing Service Agreement (and any subsequent Addenda) shall apply to
the above noted suite and workstations and, except as set forth above, all of
the terms and conditions of the existing Service Agreement (and any subsequent
Addenda) shall remain in full force and effect.


 


AGREED to this 6th day of May, 2005


 


 


	
  HQ, a member of the Regus Group Network

  	
  Tranzyme, Inc.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Aaron M. Bittikofer

  	
   

  	
  By:

  	
  /s/
  Richard I. Eisenstadt

  
	
   

  	
  Name:

  	
  Aaron
  M. Bittikofer

  	
   

  	
  Name:

  	
  Richard
  I. Eisenstadt

  
	
   

  	
  Title:

  	
  General
  Manager

  	
   

  	
  Title:

  	
  CFO

  
							



 


RTP Center


4819 Emperor Blvd.


4th Floor


Durham NC 27703


T 919-313-4500 F 919-313-4508


 






 


 










 





 


Office Agreement Addendum


 


This Office Agreement Addendum (“Addendum”) is
made and entered into on the 6 day of May, 2005, by and between HQ GLOBAL WORKPLACES, INC. (“HQ”) and Tranzyme Inc. (“Client”).


 


Recitals


 


A.            Client
and HQ are parties to that certain Office Agreement (“Office Agreement”) dated May 6,
2005 in which HQ provides certain services and facilities to you.


 


B.            The
parties desire to amend the terms of the Office Agreement under the following
terms and conditions.


 


NOW, THEREFORE, for and in consideration
of the mutual covenants and promises contained herein and other good and
valuable considerations, the parties agree as follows:


 


1.               Duration will be amended by deleting the entire
section and replacing it with the following verbiage, “Your agreement lasts for
the period stated in it and will then automatically terminate.  In the event you stay in the space after the
termination, you will be bound by the terms and conditions of the original
agreement and a holdover fee of 110% of the standard fee will be charged and
can only be for a duration of 3 months after terminating date on
agreement.  After that period of time you
must either vacate the premises or enter into a new service agreement.”


2.               Bringing your agreement to an end will be amended by
changing the length of termination from ninety (90) days to sixty (60)
days.  For all agreements on a month — to
— month basis shall only need fourteen (14) day’s notice.


3.               When your agreement ends will be amended by charging a
fee of $175 for normal wear and tear if HQ elects to charge client.  The Virtual Office agreement on exiting after
termination will be an option not a mandatory service.


4.               Clause 30 will only apply to the Business Services
Guide.  All fixed recurring costs,
excluding monthly office fee, do not apply.


 


In Witness
Whereof, the parties have executed
this Addendum as of the date first above written.


 


Client:


 


Tranzyme
Inc.


 


	
  By:

  	
  /s/ Richard I. Eisenstadt

  	
   

  
	
  Name:

  	
  Richard I. Eisenstadt

  	
   

  
	
  Title:

  	
  CFO

  	
   

  



 


 


HQ:


 


HQ
GLOBAL WORKPLACES, INC.


 


	
  By:

  	
  /s/ Aaron M. Bittikofer

  	
   

  
	
  Name:

  	
  Aaron M. Bittikofer

  	
   

  
	
  Title:

  	
  General Manager

  	
   

  



 






 










 


	
  

  	
  

  	
  Renewal
  Agreement

  



 


	
  Client Details

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Company Name:

  	
   

  	
  Tranzyme

  	
   

  	
  Center:

  	
   

  	
  Durham Imperial

  
	
  Contact Name:

  	
   

  	
  Richard Eisenstadt

  	
   

  	
  Reference No.:

  	
   

  	
  2596841

  



 


[ILLEGIBLE]


 


	
   

  	
   

  	
   

  	
   

  	
  [ILLEGIBLE]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  12 Months

  	
   

  	
  Months

  	
   

  	
  Months

  	
   

  	
   

  
	
  Office Number

  	
   

  	
  Market Office Fee

  	
   

  	
  Option A

  	
   

  	
  Option B

  	
   

  	
  Option C

  	
   

  	
   

  
	
  441

  	
   

  	
  1,320.00

  	
   

  	
  844.80

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  446

  	
   

  	
  1,010.00

  	
   

  	
  598.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  447

  	
   

  	
  12,240.00

  	
   

  	
  7,833.60

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  448

  	
   

  	
  1,330.00

  	
   

  	
  851.20

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  449

  	
   

  	
  1,400.00

  	
   

  	
  896.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  478

  	
   

  	
  810.00

  	
   

  	
  518.40

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  per Month

  	
   

  	
   

  	
   

  	
  11,542.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  USD

  



 


	
  Start Date of Renewal:

  	
   

  	
  December 1, 2009

  



 


Comments:


 


Client will
have a 60 day notice period from the agreement end date. Original terms,
conditions and addendums remain unchanged. (See Addendums A, B and C)


 


Please place an “X” in the shaded box next to your preferred option:


 


	
  Option A:
  I agree

  	
   

  	
  x

  
	
   

  	
   

  	
   

  
	
  Option B:
  I agree

  	
   

  	
  o

  
	
   

  	
   

  	
   

  
	
  Option C:
  I agree

  	
   

  	
  o

  
	
   

  	
   

  	
   

  
	
  I do not
  wish to renew

  	
   

  	
  o

  



 


	
  /s/ Richard I. Eisenstadt

  	
   

  	
  30 Sep 09

  
	
  SIGNED on your behalf (Client)
  Richard I. Eisenstadt

  	
   

  	
  Date