IMPEL PHARMACEUTICALS INC. $50,000,000 OF SHARES OF COMMON STOCK SALES AGREEMENTSales Agreement • May 16th, 2022 • Impel Pharmaceuticals Inc • Pharmaceutical preparations • New York
Impel Pharmaceuticals Inc. the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 16th, 2021 • Impel Neuropharma Inc • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of July 2, 2021 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and IMPEL NEUROPHARMA, INC., a Delaware corporation with offices located at 201 Elliott Avenue West, Suite 260, Seattle, Washington 98119 “Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
INDEMNITY AGREEMENTIndemnity Agreement • April 19th, 2021 • Impel Neuropharma Inc • Pharmaceutical preparations • Delaware
This Indemnity Agreement, dated as of [____________________ ____], 2021 is made by and between Impel NeuroPharma, Inc., a Delaware corporation (the “Company”), and [_______________________________________], a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
Impel NeuroPharma, Inc. [•] Shares Common Stock ($0.001 par value) Underwriting AgreementImpel Neuropharma Inc • April 19th, 2021 • Pharmaceutical preparations • New York
Impel NeuroPharma, Inc. [●] Shares Common Stock ($0.001 par value) Underwriting AgreementImpel Neuropharma Inc • September 7th, 2021 • Pharmaceutical preparations • New York
ContractPurchase Common Stock • August 16th, 2021 • Impel Neuropharma Inc • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 6.3 AND 6.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
LOAN AND SECURITY AGREEMENT Dated as of November 5, 2020 between IMPEL NEUROPHARMA, INC., a Delaware corporation, as “Borrower”, and AVENUE VENTURE OPPORTUNITIES FUND, L.P., a Delaware limited partnership, as “Lender”Loan and Security Agreement • February 12th, 2021 • Impel Neuropharma Inc • Pharmaceutical preparations • California
Borrower and Lender have entered or anticipate entering into one or more transactions pursuant to which Lender agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower and Lender which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).
FIRST AMENDMENT TO Credit agreement AND guaranty AND REVENUE INTEREST FINANCING AGREEMENTCredit Agreement • August 21st, 2023 • Impel Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Amendment to Credit Agreement and Guaranty and Revenue Interest Financing Agreement (this “Amendment”) is made as of August 21, 2023, by and among IMPEL PHARMACEUTICALS INC., a Delaware corporation, as borrower (“Borrower”), the Lenders party to the Credit Agreement (as defined below) (in their capacities as such, the “Lenders”), the Purchasers party to the Revenue Interest Financing Agreement (as defined below) (in their capacities as such, the “Purchasers”), OAKTREE FUND ADMINISTRATION, LLC, in its separate capacities as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as administrative agent under the Revenue Interest Financing Agreement (in such capacity, the “RIFA Agent”).
LOAN AND SECURITY AGREEMENT Dated as of November 5, 2020 between IMPEL NEUROPHARMA, INC., a Delaware corporation, as “Borrower”, and AVENUE VENTURE OPPORTUNITIES FUND, L.P., a Delaware limited partnership, as “Lender”Loan and Security Agreement • April 2nd, 2021 • Impel Neuropharma Inc • Pharmaceutical preparations • California
Borrower and Lender have entered or anticipate entering into one or more transactions pursuant to which Lender agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower and Lender which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).
LIMITED WAIVER AGREEMENTLimited Waiver Agreement • March 27th, 2023 • Impel Pharmaceuticals Inc • Pharmaceutical preparations
THIS LIMITED WAIVER AGREEMENT (this “Agreement”), dated as of March 22, 2023, is made among Impel Pharmaceuticals Inc., a Delaware corporation (the “Borrower”), the lenders listed on the signature pages hereof (each a “Lender” and, collectively, the “Lenders”), and Oaktree Fund Administration, LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
THIRD AMENDMENT TO Credit agreement AND guarantyCredit Agreement and Guaranty • October 4th, 2023 • Impel Pharmaceuticals Inc • Pharmaceutical preparations
This Third Amendment to Credit Agreement and Guaranty (this “Amendment”) is made as of October 2, 2023, by and among IMPEL PHARMACEUTICALS INC., a Delaware corporation, as borrower (“Borrower”), the Lenders party to the Credit Agreement (as defined below) (the “Lenders”), OAKTREE FUND ADMINISTRATION, LLC, in its capacity as administrative agent for the Lenders (the “Administrative Agent”).
REVENUE INTEREST FINANCING AGREEMENTSecurity Agreement • May 16th, 2022 • Impel Pharmaceuticals Inc • Pharmaceutical preparations • New York
This REVENUE INTEREST FINANCING AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of March 17, 2022, by and between Impel NeuroPharma, Inc., a Delaware corporation (the “Company”), and the entities listed in Schedule 1 hereto (the “Purchasers”), and Oaktree Fund Administration, LLC, as administrative agent for the Purchasers (in such capacity, the “Administrative Agent” and, together with the Company and the Purchasers, the “Parties”, and each a “Party”).
ContractPurchase Agreement • April 2nd, 2021 • Impel Neuropharma Inc • Pharmaceutical preparations • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS.
IMPEL NEUROPHARMA, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 2nd, 2021 • Impel Neuropharma Inc • Pharmaceutical preparations • Delaware
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of December 4, 2018, by and among Impel NeuroPharma, Inc., a Delaware corporation (the “Company”), the investors listed on Schedule A hereto (the “Investors” or “Holders”).
SECOND AMENDMENT TO Credit agreement AND guaranty AND REVENUE INTEREST FINANCING AGREEMENTCredit Agreement and Guaranty and Revenue Interest Financing Agreement • September 7th, 2023 • Impel Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Second Amendment to Credit Agreement and Guaranty and Revenue Interest Financing Agreement (this “Amendment”) is made as of September 5, 2023, by and among IMPEL PHARMACEUTICALS INC., a Delaware corporation, as borrower (“Borrower”), the Lenders party to the Credit Agreement (as defined below) (in their capacities as such, the “Lenders”), the Purchasers party to the Revenue Interest Financing Agreement (as defined below) (in their capacities as such, the “Purchasers”), OAKTREE FUND ADMINISTRATION, LLC, in its separate capacities as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as administrative agent under the Revenue Interest Financing Agreement (in such capacity, the “RIFA Agent”).
