13D Filing: Tang Capital Partners LP and Odonate Therapeutics Inc (ODT)

EXHIBIT 2

IRREVOCABLE PROXY

This Irrevocable Proxy (this “Proxy”), dated as of December 5, 2017 (the “Effective Date”), is granted by Odonate Holdings, LLC, a Delaware limited liability company (“Holdings”), to: (a) Odonate Therapeutics, Inc., a Delaware corporation (“Odonate”); and (b) Tang Capital Partners, LP, a Delaware limited partnership (“TCP”).

RECITALS:

WHEREAS, as of the Effective Date, Holdings is the record holder of a total of 3,085,687 shares of Odonate’s Common Stock, par value $0.01 per share (the “Common Stock”), of which: (a) 154,285 shares (the “TCP Shares”) are currently being held for the benefit of TCP; and (b) 2,931,402 shares (the “Incentive Shares”) are currently being held for the potential satisfaction of equity awards granted by Odonate Management Holdings, LLC (“Management Holdings”);

WHEREAS, Holdings wishes to grant a proxy to Odonate (with respect to voting of the Incentive Shares) and TCP (with respect to the voting of the TCP Shares), in each case in accordance with, and subject to, the terms set forth herein.

NOW, THEREFORE, in consideration of the foregoing, Holdings hereby agrees as follows:

1.          Grant of Proxies.

(a)          Holdings hereby appoints Odonate as Holdings’ attorney and proxy, solely to the extent of Holdings’ rights in the Incentive Shares, to vote the Incentive Shares on all matters submitted to Odonate’s stockholders. In voting the Incentive Shares pursuant to this proxy, Odonate shall be required to vote such shares in the same proportion as the votes cast by other holders of Odonate’s Common Stock (as determined by the inspector of elections at any given election). Except as set forth below, Holdings intends this proxy to be irrevocable and coupled with an interest.

(b)           Holdings hereby appoints TCP or its assigns as Holdings’ attorney and proxy, solely to the extent of the undersigned’s rights in the TCP Shares, to vote the TCP Shares in TCP’s sole and absolute discretion. Except as set forth below, Holdings intends this proxy to be irrevocable and coupled with an interest.

2.          Term and Termination. The proxies granted herein shall expire in whole or in part immediately and without further action on the part of Holdings, Odonate or TCP (collectively, the “Parties”) as follows: (a) with respect to that portion of the Incentive Shares or the TCP Shares that are distributed to Management Holdings or TCP, as applicable; and (b) upon written agreement of the Parties (as applicable, on a share-by-share basis, the “Expiration Date”).