EX-10.11





 Exhibit 10.11 

November 19, 2019 
 Lucy O. Day 

 

	Re:	 Employment Terms 



Dear Lucy: 
 AN2 THERAPEUTICS,
INC. (the “Company”) is pleased to offer you employment beginning on or around November 20, 2019, subject to the initial closing of the Company’s Series A Preferred
Stock Financing (the “Start Date”). 
 Position 

Your initial position will be Chief Financial Officer, responsible for performing such duties as are assigned to you from time to time, reporting to the
Company’s Chief Executive Officer. You will work at our office located in the Bay Area, as well as from home from time to time as may be agreed upon between you and the Company. Of course, the Company may change your position, duties, and work
location from time to time in its discretion. 
 Compensation and Benefits 

Your initial base salary will be paid at the rate of $67,000 per year, less payroll deductions and withholdings, paid on the Company’s normal payroll
schedule. It is our expectation that you will initially dedicate at least 25% of your working time to the Company, increasing up to 100% effort as the Company grows. 

You will also be eligible to earn an annual discretionary bonus. The amount of this bonus will be determined in the sole discretion of the Company and based,
in part, on your performance and the performance of the Company during the calendar year, as well as any other criteria the Company deems relevant. The Company will pay you this bonus, if any, no later than March 15th of the following calendar year.
The bonus is not earned until paid and no pro-rated amount will be paid if your employment terminates for any reason prior to the payment date. For 2020 and thereafter, you will be eligible to earn an annual
bonus of up to 20% of your base salary. 
 During your employment, you will be eligible to participate in the benefits plans offered to similarly situated
employees by the Company from time to time, subject to plan terms and generally applicable Company policies. Currently, exempt employees do not accrue vacation. Supervisors will approve paid vacation requests based on the employee’s progress on
work goals or milestones, status of projects, fairness to the working team, and productivity and efficiency of the employee. Since vacation is not allotted or accrued, there is no “unused” vacation time to be carried over from one year to
the next nor paid out upon termination. A full description of current benefits will be made available for your review. The Company may change compensation and benefits from time to time in its discretion. 

By signing this offer letter, you acknowledge and agree that the Company has fulfilled any and all obligations of the Company to you for compensation of any
kind earned prior to the date hereof, including, without limitation, bonuses, wages, overtime wages, salary, and commissions or any other expectation of remuneration or benefit on your part. 












 Equity 

Subject to approval by the Company’s Board of Directors (the “Board’’), the Company anticipates granting you
(i) an option to purchase 15,546 shares of the Company’s common stock (the “First Option”) and (ii) an option to purchase 3,756 shares of the Company’s common stock (the
“Second Option”), each at the fair market value as determined by the Board as of the date of grant.. The anticipated First Option and Second Option will be governed by the terms and conditions of the
Company’s 2017 Equity Incentive Plan (the “Plan”) and your grant agreements, and will include the following vesting schedules: For the First Option, 12/48ths of the total shares will vest on the one year
anniversary of the Vesting Commencement Date (e.g., your Start Date), and 1/48th of the total shares will vest each month thereafter on the same day of the month as the vesting commencement date (or if there is no corresponding day, on the last day
of the month (the “Time-Based Vesting Schedule”) and for the Second Option, shares shall vest on the Time-Based Vesting Schedule, but also contingent upon the closing of the second tranche of the Company’s
Series A Preferred Stock Financing. In the event that the second tranche of the Company’s Series A Preferred Stock Financing does not occur, the Second Option shall expire. The vesting of both the First Option and the Second Option are subject
to your Continuous Service (as defined in the Plan) as of each such date. 
 Confidential Information and Company Policies 

As a Company employee, you will be expected to abide by Company rules and policies. As a condition of employment, you must sign and comply with the attached
Employee Confidential Information and Inventions Assignment Agreement which prohibits unauthorized use or disclosure of the Company’s proprietary information, among other obligations. 

By signing this letter you are representing that you have full authority to accept this position and perform the duties of the position without conflict with
any other obligations and that you are not involved in any situation that might create, or appear to create, a conflict of interest with respect to your loyalty or duties to the Company. You specifically warrant that you are not subject to an
employment agreement or restrictive covenant preventing full performance of your duties to the Company. You agree not to bring to the Company or use in the performance of your responsibilities at the Company any materials or documents of a former
employer that are not generally available to the public, unless you have obtained express written authorization from the former employer for their possession and use. You also agree to honor all obligations to former employers during your employment
with the Company. 
 At-Will Employment and Exempt Status 

Your employment with the Company will be “at-will.” You may terminate your employment with the Company at any
time and for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate your employment at any time, with or without cause or advance notice. Your employment at-will status can
only be modified in a written agreement signed by you and by an officer of the Company. 
 As an exempt salaried employee, you will be expected to work the
Company’s normal business hours as well as additional hours as required by the nature of your work assignments, and you will not be eligible for overtime compensation. 

  
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 Conditions, Dispute Resolution, and Complete Agreement 

This offer is contingent upon a satisfactory reference check and satisfactory proof of your right to work in the United States. If the Company informs you that
you are required to complete a background check, this offer is contingent upon satisfactory clearance of such background check. You agree to assist as needed and to complete any documentation at the Company’s request to meet these conditions.

 To ensure the rapid and economical resolution of disputes that may arise in connection with your employment with the Company, you and the Company agree
that any and all disputes, claims, or causes of action, in law or equity, including but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, your employment with the
Company, or the termination of your employment, shall be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. § 1-16, to the fullest extent permitted by law, by final, binding and confidential
arbitration conducted by JAMS or its successor, under JAMS’ then applicable rules and procedures for employment disputes before a single arbitrator (available upon request and also currently available at
http://www.jamsadr.com/rules-employment-arbitration/). You acknowledge that by agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative
proceeding. In addition, all claims, disputes, or causes of action under this section, whether by you or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any
purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of
representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable Jaw or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall
proceed in a court of law rather than by arbitration. This paragraph shall not apply to any action or claim that cannot be subject to mandatory arbitration as a matter of Jaw, including, without limitation, claims brought pursuant to the California
Private Attorneys General Act of 2004, as amended, to the extent such claims are not permitted by applicable law to be submitted to mandatory arbitration (collectively, the “Excluded Claims”). In the event you
intend to bring multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be publicly filed with a court, while any other claims will remain subject to mandatory arbitration. You will have the right to be
represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration under this agreement shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the
final disposition are also matters for the arbitrator. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and
(b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which
the award is based. The arbitrator shall be authorized to award all relief that you or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS arbitration fees in excess of the administrative fees that you would be
required to pay if the dispute were decided in a court of law. Nothing in this letter agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such
arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction. 

This letter, together with your Employee Confidential Information and Inventions Assignment Agreement, forms the complete and exclusive statement of your
employment agreement with the Company. It supersedes any other agreements or promises made to you by anyone, whether oral or written. Changes in your employment terms, other than those changes expressly reserved to the Company’s discretion in
this letter, require a written modification signed by an officer of the Company. If any provision of this offer letter agreement is determined to be invalid or unenforceable, in whole or in part, this determination shall


  
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not affect any other provision of this offer letter agreement and the provision in question shall be modified so as to be rendered enforceable in a manner consistent with the intent of the
parties insofar as possible under applicable law. This letter may be delivered and executed via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions
Act or other applicable law) or other transmission method and shall be deemed to have been duly and validly delivered and executed and be valid and effective for all purposes. 

*             *
            * 
 Please sign and date this letter, and the enclosed Employee Confidential
Information and Inventions Assignment Agreement and return them to me by November 22, 2019 if you wish to accept employment at the Company under the terms described above. 

We look forward to your favorable reply and to a productive and enjoyable work relationship. 

 

					
	Sincerely,	 		 	
			
	 /s/ Eric Easom
	 		 	
	Eric Easom, Chief Executive Officer	 		 	
			
	Understood and Accepted:	 		 	
			
	 /s/ Lucy O. Day
	 		 	 11/19/19

	Lucy O. Day	 		 	Date

 Attachment: Employee Confidential Information and Inventions Assignment Agreement 

  
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 For California Employees 

AN2 THERAPEUTICS, INC. 

EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT 

In consideration of my employment or continued employment by AN2 THERAPEUTICS, INC., its subsidiaries, parents,
affiliates, successors and assigns (together “Company”), and the compensation paid to me now and during my employment with Company, I hereby enter into this Employee Confidential Information and Invention
Assignment Agreement (the “Agreement”) and agree as follows: 

 

 1. Confidential Information Protections. 

1.1    Recognition of Company’s Rights; Nondisclosure. I understand and acknowledge that my
employment by Company creates a relationship of confidence and trust with respect to Company’s Confidential Information (as defined below) and that Company has a protectable interest therein. At all times during and after my employment, I will
hold in confidence and will not disclose, use, lecture upon, or publish any of Company’s Confidential Information, except as such disclosure, use or publication may be required in connection with my work for Company, or unless an officer of
Company expressly authorizes such disclosure. I will obtain Company’s written approval before publishing or submitting for publication any material (written, oral, or otherwise) that discloses and/or incorporates any Confidential Information. I
hereby assign to Company any rights I may have or acquire in such Confidential Information and recognize that all Confidential Information will be the sole and exclusive property of Company and its assigns. I will take all reasonable precautions to
prevent the inadvertent accidental disclosure of Confidential Information. Notwithstanding the foregoing, pursuant to 18 U.S.C. Section 1833(b), I will not be held criminally or civilly liable under any Federal or State trade secret law for the
disclosure of a trade secret that: (1) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of
law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 

1.2    Confidential Information. The term “Confidential Information”
means any and all confidential knowledge, data or information of Company. By way of illustration but not limitation, “Confidential Information” includes (a) trade secrets, inventions, mask works, ideas,
processes, formulas, software in source or object code, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques and any other proprietary technology
and all Intellectual Property Rights (as defined below) therein (collectively, “Inventions”); (b)



 information regarding research, development, new products, marketing and selling, business plans, budgets and
unpublished financial statements, licenses, prices and costs, margins, discounts, credit terms, pricing and billing policies, quoting procedures, methods of obtaining business, forecasts, future plans and potential strategies, financial projections
and business strategies, operational plans, financing and capital-raising plans, activities and agreements, internal services and operational manuals, methods of conducting Company business, suppliers and supplier information, and purchasing;
(c) information regarding customers and potential customers of Company, including customer lists, names, representatives, their needs or desires with respect to the types of products or services offered by Company, proposals, bids, contracts
and their contents and parties, the type and quantity of products and services provided or sought to be provided to customers and potential customers of Company and other non-public information relating to
customers and potential customers; (d) information regarding any of Company’s business partners and their services, including names, representatives, proposals, bids, contracts and their contents and parties, the type and quantity of
products and services received by Company, and other non-public information relating to business partners; (e) information regarding personnel, employee lists, compensation, and employee skills; and
(f) any other non-public information which a competitor of Company could use to the competitive disadvantage of Company. Notwithstanding the foregoing, it is understood that, at all such times, I am free
to use information which was known to me prior to my employment with Company or which is generally known in the trade or industry through no breach of this Agreement or other act or omission by me. Notwithstanding the foregoing or anything to the
contrary in this Agreement or any other agreement between the Company and me, nothing in this Agreement will limit my right to discuss my employment or report possible violations of law or regulation with the Equal Employment Opportunity Commission,
United States Department of Labor, the National Labor Relations Board, the Securities and Exchange Commission, or other federal government agency or similar state or local agency or to discuss the terms and conditions of my employment with others to
the extent expressly permitted by Section 7 of the National 

 


  
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Labor Relations Act or to the extent that such disclosure is protected under the applicable provisions of law or regulation, including but not limited to “whistleblower” statutes or
other similar provisions that protect such disclosure. 
 1.3    Third Party Information. I understand, in
addition, that Company has received and in the future will receive from third parties their confidential and/or proprietary knowledge, data or information (“Third Party Information”)
subject to a duty on Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of my employment and thereafter, I will hold Third Party Information in confidence and
will not disclose to anyone (other than Company personnel who need to know such information in connection with their work for Company) or use, except in connection with my work for Company, Third Party Information or unless expressly authorized by
an officer of Company in writing. 
 1.4    Term of Nondisclosure Restrictions. I understand that Confidential
Information and Third Party Information is never to be used or disclosed by me, as provided in this Section I. If a temporal limitation on my obligation not to use or disclose such information is required under applicable law, and the Agreement or
its restriction(s) cannot otherwise be enforced, I agree and Company agrees that the two year period after the date my employment ends will be the temporal limitation relevant to the contested restriction; provided, however,
that this sentence will not apply to trade secrets protected without temporal limitation under applicable law. 

1.5    No Improper Use of Information of Prior Employers and Others. During my employment by Company, I will not
improperly use or disclose confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation of confidentiality, and I will not bring onto the premises of Company any unpublished documents or
any property belonging to any former employer or any other person to whom I have an obligation of confidentiality unless consented to in writing by that former employer or person. 

2.    Assignments of Inventions. 

2.1    Definitions. As used in this Agreement, the term “Intellectual Property
Rights” means all trade secrets, Copyrights, trademarks, mask work rights, patents and other intellectual property rights recognized by the laws of any jurisdiction or country; the term
“Copyright” means the exclusive legal right to reproduce, perform, display, distribute and make derivative works of a work of



 
authorship (as a literary, musical, or artistic work) recognized by the laws of any jurisdiction or country; and the term “Moral Rights” means all paternity,
integrity, disclosure, withdrawal, special and any other similar rights recognized by the laws of any jurisdiction or country. 

2.2    Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all
existing Inventions, if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by Company, (b) that may relate to Company’s business or actual or demonstrably
anticipated research or development, and (c) that are not to be assigned to Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I have no Excluded
Inventions. For purposes of this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement of my employment or thereafter, other than Company Inventions (as
defined below) and Excluded Inventions. I acknowledge and agree that if I use any Excluded Inventions or any Other Inventions in the scope of my employment, or if! include any Excluded Inventions or Other Inventions in any product or service of
Company, or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights assigned to Company under this Agreement, I will immediately so notify
Company in writing. Unless Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to Company, in such circumstances (whether or not I give Company notice as required above), a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of,
distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Excluded Inventions and
Other Inventions. To the extent that any third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party or parties have validly and irrevocably granted to me the right to grant the license stated above.

 2.3    Assignment of Company Inventions. Inventions assigned to Company or to a third party as directed by
Company pursuant to Section 2.6 are referred to in this Agreement as “Company Inventions.” Subject to Section 2.4 and except for Excluded Inventions set forth in Exhibit A and Other Inventions,
I hereby assign to Company all my right, title, and interest in and to any and 

 


  
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all Inventions (and all Intellectual Property Rights with respect thereto) made, conceived, reduced to practice, or learned by me, either alone or with others, during the period of my employment
by Company. To the extent required by applicable Copyright laws, I agree to assign in the future (when any copyrightable Inventions are first fixed in a tangible medium of expression) my Copyright rights in and to such Inventions. Any assignment of
Company Inventions (and all Intellectual Property Rights with respect thereto) hereunder includes an assignment of all Moral Rights. To the extent such Moral Rights cannot be assigned to Company and to the extent the following is allowed by the laws
in any country where Moral Rights exist, I hereby unconditionally and irrevocably waive the enforcement of such Moral Rights, and all claims and causes of action of any kind against Company or related to Company’s customers, with respect to
such rights. I further acknowledge and agree that neither my successors-in-interest nor legal heirs retain any Moral Rights in any Company Inventions (and any
Intellectual Property Rights with respect thereto). 
 2.4    Unassigned or Nonassignable Inventions. I
recognize that this Agreement will not be deemed to require assignment of any Invention that is covered under California Labor Code section 2870(a) (the “Specific Inventions Law”) except for those Inventions
that are covered by a contract between Company and the United States or any of its agencies that require full title to such patent or Invention to be in the United States. 

2.5    Obligation to Keep Company Informed. During the period of my employment, I will promptly and fully
disclose to Company in writing all Inventions authored, conceived, or reduced to practice by me, either alone or jointly with others. At the time of each such disclosure, I will advise Company in writing of any Inventions that I believe fully
qualify for protection under the provisions of the Specific Inventions Law; and I will at that time provide to Company in writing all evidence necessary to substantiate that belief. Company will keep in confidence and will not use for any purpose or
disclose to third parties without my consent any confidential information disclosed in writing to Company pursuant to this Agreement relating to Inventions that qualify fully for protection under the Specific Inventions Law. I will preserve the
confidentiality of any Invention that does not fully qualify for protection under the Specific Inventions Law. 

2.6    Government or Third Party. I agree that, as directed by Company, I will assign to a third party, including
without limitation the United States, all my right, title, and interest in and to any particular Company Invention.



 2.7    Ownership of Work Product. 

(a)    I acknowledge that all original works of authorship which are made by me (solely or jointly with others)
within the scope of my employment and which are protectable by Copyright are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C., Section 101). 

(b)    I agree that Company will exclusively own all work product that is made by me (solely or jointly with
others) within the scope of my employment, and I hereby irrevocably and unconditionally assign to Company all right, title, and interest worldwide in and to such work product. I understand and agree that I have no right to publish on, submit for
publishing, or use for any publication any work product protected by this Section, except as necessary to perform services for Company. 

2.8    Enforcement of Intellectual Property Rights and Assistance. I will assist Company in every proper way to
obtain, and from time to time enforce, United States and foreign Intellectual Property Rights and Moral Rights relating to Company Inventions in any and all countries. To that end I will execute, verify and deliver such documents and perform such
other acts (including appearances as a witness) as Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Intellectual Property Rights and the assignment thereof. In addition, I will
execute, verify and deliver assignments of such Intellectual Property Rights to Company or its designee, including the United States or any third party designated by Company. My obligation to assist Company with respect to Intellectual Property
Rights relating to such Company Inventions in any and all countries will continue beyond the termination of my employment, but Company will compensate me at a reasonable rate after my termination for the time actually spent by me at Company’s
request on such assistance. In the event Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in this paragraph, I hereby irrevocably designate and appoint
Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and on my behalf to execute, verify and file any such documents and to do all other lawfully permitted
acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by me. I hereby waive and


 


  
 Employee Confidential
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 quitclaim to Company any and all claims, of any nature whatsoever, which I now or may hereafter have for
infringement of any Intellectual Property Rights assigned under this Agreement to Company. 
 2.9    Incorporation
of Software Code. I agree that I will not incorporate into any Company software or otherwise deliver to Company any software code licensed under the GNU General Public License or Lesser General Public License or any other license that, by its
terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed by Company except in strict compliance with Company’s policies regarding the use of such
software. 
 3.    Records. I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings
and in any other form that is required by Company) of all Confidential Information developed by me and all Company Inventions made by me during the period of my employment at Company, which records will be available to and remain the sole property
of Company at all times. 
 4.    Duty of Loyalty During Employment. I agree that during the period of my employment by Company,
I will not, without Company’s express written consent, directly or indirectly engage in any employment or business activity which is directly or indirectly competitive with, or would otherwise conflict with, my employment by Company. 

5.    No Solicitation of Employees, Consultants or Contractors. I agree that during the period of my employment and for the
one year period after the date my employment ends for any reason, including but not limited to voluntary termination by me or involuntary termination by Company, I will not, as an officer, director, employee, consultant, owner, partner, or in any
other capacity, either directly or through others, except on behalf of Company, solicit, induce, encourage, or participate in soliciting, inducing or encouraging any person known to me to be an employee, consultant, or independent contractor of
Company to terminate his or her relationship with Company, even if I did not initiate the discussion or seek out the contact. 

6.    Reasonableness of Restrictions. 

6.1    I agree that I have read this entire Agreement and understand it. I agree that this Agreement does not
prevent me from earning a living or pursuing my career. I agree that the restrictions contained in this Agreement are reasonable, proper, and necessitated by Company’s legitimate business interests. I represent and




 
agree that I am entering into this Agreement freely and with knowledge of its contents with the intent to be bound by the Agreement and the restrictions contained in it. 

6.2    In the event that a court finds this Agreement, or any of its restrictions, to be ambiguous,
unenforceable, or invalid, I and Company agree that the court will read the Agreement as a whole and interpret the restriction(s) at issue to be enforceable and valid to the maximum extent allowed by law. 

6.3    If the court declines to enforce this Agreement in the manner provided in subsection 6.2, Company and I
agree that this Agreement will be automatically modified to provide Company with the maximum protection of its business interests allowed by law and I agree to be bound by this Agreement as modified. 

7.    No Conflicting Agreement or Obligation. I represent that my performance of all the terms of this Agreement and as an employee
of Company does not and will not breach any agreement to keep in confidence information acquired by me in confidence or in trust prior to my employment by Company. I have not entered into, and I agree I will not enter into, any agreement either
written or oral in conflict with this Agreement. 
 8.    Return of Company Property. When I leave the employ of Company, I will
deliver to Company any and all drawings, notes, memoranda, specifications, devices, formulas and documents, together with all copies thereof, and any other material containing or disclosing any Company Inventions, Third Party Information or
Confidential Information of Company. I agree that I will not copy, delete, or alter any information contained upon my Company computer or Company equipment before I return it to Company. In addition, if I have used any personal computer, server, or e-mail system to receive, store, review, prepare or transmit any Company information, including but not limited to, Confidential Information, I agree to provide Company with a computer-useable copy of all such
Confidential Information and then permanently delete and expunge such Confidential Information from those systems; and I agree to provide Company access to my system as reasonably requested to verify that the necessary copying and/or deletion is
completed. I further agree that any property situated on Company’s premises and owned by Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company’s personnel at any time
with or without notice. Prior to leaving, I will cooperate with Company in attending an exit interview and completing and signing Company’s termination statement if required to do so by Company.


 


  
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 9.     Legal and Equitable Remedies. 

9.1   I agree that it may be impossible to assess the damages caused by my violation of this Agreement or any of its terms.
I agree that any threatened or actual violation of this Agreement or any of its terms will constitute immediate and irreparable injury to Company, and Company will have the right to enforce this Agreement and any of its provisions by injunction,
specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that Company may have for a breach or threatened breach of this Agreement. 

9.2    In the event Company enforces this Agreement through a court order, I agree that the restrictions of
Section 5 will remain in effect for a period of 12 months from the effective date of the Order enforcing the Agreement. 
 10.
  Notices. Any notices required or permitted under this Agreement will be given to Company at its headquarters location at the time notice is given, labeled “Attention Chief Executive Officer,” and to me at my address as
listed on Company payroll, or at such other address as Company or I may designate by written notice to the other. Notice will be effective upon receipt or refusal of delivery. If delivered by certified or registered mail, notice will be considered
to have been given five business days after it was mailed, as evidenced by the postmark. If delivered by courier or express mail service, notice will be considered to have been given on the delivery date reflected by the courier or express mail
service receipt. 
 11.    Publication of This Agreement to Subsequent Employer or Business Associates of Employee. 

11.1   If I am offered employment or the opportunity to enter into any business venture as owner, partner, consultant or
other capacity while the restrictions described in Section 5 of this Agreement are in effect I agree to inform my potential employer, partner, co-owner and/or others involved in managing the business with
which I have an opportunity to be associated of my obligations under this Agreement and also agree to provide such person or persons with a copy of this Agreement. 

11.2    I agree to inform Company of all employment and business ventures which I enter into while the
restrictions described in Section 5 of this Agreement are in effect and I also authorize Company to provide



 
copies of this Agreement to my employer, partner, co-owner and/or others involved in managing the business with which I am employed or associated and to
make such persons aware of my obligations under this Agreement. 
 12.     General Provisions. 

12.1    Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed by and construed
according to the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between residents of California. I hereby expressly consent to the personal jurisdiction and venue of
the state and federal courts located in California for any lawsuit filed there against me by Company arising from or related to this Agreement. 

12.2    Severability. In case any one or more of the provisions, subsections, or sentences contained in this
Agreement will, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect the other provisions of this Agreement, and this Agreement will be construed as if such
invalid, illegal or unenforceable provision had never been contained in this Agreement. If moreover, any one or more of the provisions contained in this Agreement will for any reason be held to be excessively broad as to duration, geographical
scope, activity or subject, it will be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it will then appear. 

12.3    Successors and Assigns. This Agreement is for my benefit and the benefit of Company, its successors,
assigns, parent corporations, subsidiaries, affiliates, and purchasers, and will be binding upon my heirs, executors, administrators and other legal representatives. 

12.4    Survival. This Agreement will survive the termination of my employment, regardless of the reason, and the
assignment of this Agreement by Company to any successor in interest or other assignee. 
 12.5    Employment At-Will. I agree and understand that nothing in this Agreement will change my at-will employment status or confer any right with respect to continuation of employment by
Company, nor will it interfere in any way with my right or Company’s right to terminate my employment at any time, with or without cause or advance notice. 

12.6    Waiver. No waiver by Company of any breach of this Agreement will be a waiver of any preceding or
succeeding breach. No waiver by Company of any right under this Agreement will be construed as a waiver of any other right. Company will not be required to give notice to enforce strict adherence to all terms of this Agreement.


 


  
 Employee Confidential
Information and Inventions Assignment Agreement 
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 12.7    Export. I agree not to export, reexport, or transfer,
directly or indirectly, any U.S. technical data acquired from Company or any products utilizing such data, in violation of the United States export laws or regulations. 

12.8    Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an
original, but all of which together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of2000, Uniform
Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes. 

12.9    Advice of Counsel. I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE
ADVICE OF INDEPENDENT LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF



 
THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT WILL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION OF THIS AGREEMENT. 

12.10    Entire Agreement. The obligations pursuant to Sections I and 2 (except Subsection 2.4 and Subsection
2.7(a)) of this Agreement will apply to any time during which I was previously engaged, or am in the future engaged, by Company as a consultant if no other agreement governs nondisclosure and assignment of inventions during such period. This
Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter of this Agreement and supersedes and merges all prior discussions between us. No modification of or amendment to this Agreement will be
effective unless in writing and signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.


 

  
 [signatures to follow on
next page] 

  
 Employee Confidential
Information and Inventions Assignment Agreement 
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 This Agreement will be effective as of November 20, 2019. 

 

			
	EMPLOYEE:	  	
	
	 I have read this agreement carefully and understand its terms.

I have completely filled out Exhibit A to this Agreement.



 

			
	 /s/ Lucy O. Day

	(Signature)
	
	 Lucy O. Day

	Name
	
	 11/19/19

	Date


			
	
	COMPANY:
	
	Accepted and agreed
	
	AN2 Therapeutics, Inc.


					
		
	By:	 	 /s/ Eric Easom

		 	Name:	 	Eric Easom
		 	Title:	 	CEO
		 		 	


  
 Employee Confidential
Information and Inventions Assignment Agreement 
 Signature Page 













 EXHIBIT A 

EXCLUDED INVENTIONS 
  

			
	TO:	 	 AN2 Therapeutics, Inc.

		
	FROM:	 	 Lucy O. Day

		
	DATE:	 	 11/19/19


 1.    Excluded Inventions Disclosure. Except as listed in Section 2 below, the following is a
complete list of all Excluded Inventions: 
  

					
	☒	 	No Excluded Inventions.	 	
			
	 ☐
  
	 	 See below:
  
	 	
		 	  
	 	
		 	  
	 	
		 	  
	 	
		 	  
	 	
		 	  
	 	
		 	  
	 	
	☐	 	Additional sheets attached.	 	

 2.    Due to a prior confidentiality agreement, I cannot complete the disclosure under Section I
above with respect to the Excluded Inventions generally listed below, the intellectual property rights and duty of confidentiality with respect to which I owe to the following party(ies): 

 

							
	 	 	 Excluded Invention
	 	 Party(ies)
	 	 Relationship

	 1.
	 	  
	 	
                  
                                      
	 	
                  
                                      

	 2.
	 	  
	 	
                  
                                      
	 	
                  
                                      

	 3.
	 	  
	 	
                  
                                      
	 	
                  
                                       

		
	 ☐         Additional sheets attached.
	 	


  
 Employee Confidential
Information and Inventions Assignment Agreement 
 Exhibit A, Page 1 













 3.    Limited Exclusion Notification. 

This is to notify you in accordance with Section 2872 of the California Labor Code that the foregoing Agreement between you and Company does not
require you to assign or offer to assign to Company any Invention that you develop entirely on your own time without using Company’s equipment, supplies, facilities or trade secret information, except for those Inventions that either: 

a.    Relate at the time of conception or reduction to practice to Company’s business, or actual or demonstrably
anticipated research or development; or 
 b.    Result from any work performed by you for Company. 

To the extent a provision in the foregoing Agreement purports to require you to assign an Invention otherwise excluded from the preceding paragraph, the
provision is against the public policy of this state and is unenforceable. 
 This limited exclusion does not apply to any patent or Invention
covered by a contract between Company and the United States or any of its agencies requiring full title to such patent or Invention to be in the United States. 

  
 Employee Confidential
Information and Inventions Assignment Agreement 
 Exhibit A, Page 2