FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

Exhibit 10.3

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of July 10, 2014, is made among Radius Health, Inc., a Delaware corporation (the “Borrower”), Solar Capital Ltd., a Maryland corporation, in its capacity as collateral agent (in such capacity, “Collateral Agent”) and as a lender, and Oxford Finance LLC, a Delaware limited liability company (each a “Lender” and, collectively, the “Lenders”).

The Borrower, the Lenders and the Collateral Agent are parties to a Loan and Security Agreement dated as of May 30, 2014 (the “Loan and Security Agreement”). The Borrower has requested that the Lenders agree to certain amendments to the Loan and Security Agreement. The Lenders have agreed to such request, subject to the terms and conditions hereof.

Accordingly, the parties hereto agree as follows:

SECTION 1 Definitions; Interpretation.

(a) Terms Defined in Loan and Security Agreement. All capitalized terms used in this Amendment (including in the recitals hereof) and not otherwise defined herein shall have the meanings assigned to them in the Loan and Security Agreement.

(b) Interpretation. The rules of interpretation set forth in Section 1.1 of the Loan and Security Agreement shall be applicable to this Amendment and are incorporated herein by this reference.

SECTION 2 Amendments to the Loan and Security Agreement.

(a) Amendments With Retroactive Effectiveness. The Loan and Security Agreement shall be amended as follows, upon satisfaction of the conditions set forth in Section 3 (such date being the “Amendment Effective Date”), with retroactive effect to the Effective Date:

(i) Section 6.2(b)(ii). Section 6.2(b)(ii) is hereby deleted and replaced with “[Intentionally Omitted]”;

(ii) Section 6.2(d). A new Section 6.2(d) shall be added as follows:

(d) Deliver to Collateral Agent and each Lender, as soon as available, but no later than forty-five (45) days after the last day of each fiscal quarter, an updated Perfection Certificate and Disclosure Schedules to reflect any amendments, modifications and updates, if any, to certain information in the Perfection Certificate and Disclosure Schedule.

(b) Amendments Without Retroactive Effectiveness. The Loan and Security Agreement shall be amended as follows effective as of the Amendment Effective Date:

(i) Definitions Chart. The chart of definitions in Section 1.3 is amended as follows: (A) a new line for “Term C Loan” is added, which is defined in Section 2.2(a)(ii), and (B) the Section reference for “Term Loan” is changed to Section 2.2(a)(iii).

(ii) Definition of “Permitted Licenses”. The definition of “Permitted Licenses” is amended by deleting “date on which the IPO Condition is met” and replacing it with “consummations of any one or more public or private stock offering, equity raises or strategic partner arrangements resulting in the receipt of at least Thirteen Million Dollars ($13,000,000.00) in aggregate net cash proceeds to Borrower after the First Amendment Effective Date”.

(iii) Definition of Warrants. The definition of “Warrants” is amended and restated as follows:

“Warrants” means any of the Tranche A Warrants, the Tranche B Warrants and the Tranche C Warrants.

(iv) New Definitions. The following definitions are added to Section 1.3 in their proper alphabetical order:

“First Amendment Effective Date” means July 10, 2014.

“Term C Condition” means the satisfaction of one of the following: (a) the consummations of any one or more public or private stock offering, equity raises or strategic partner arrangements resulting in the receipt of at least Thirteen Million Dollars ($13,000,000.00) in aggregate net cash proceeds to Borrower after the First Amendment Effective Date, or (b) as it relates specifically to RAD1901, both the completion of the maximum tolerable dose trial (1a in healthy volunteers) and the enrollment of the 1st patient in the breast cancer brain metastasis (BCBM) trial (1b in cancer patients) (as described in the Borrower’s S-1 filing with the SEC).

“Third Draw Period” means is the period commencing on the date on which the Term C Condition is satisfied and ending on December 31, 2014.

“Tranche C Warrants” are those Warrants to Purchase Stock to be issued by Borrower to the Lenders as of the Funding Date relating to the Term C Loan in the form of Exhibit F hereto with respect to Solar and its successors and assigns or Exhibit G hereto with respect to Oxford and its successors and assigns. The Tranche C Warrants shall grant to the Lenders the right to purchase a number of shares of Borrower’s common stock equal to the quotient obtained by dividing an amount equal to 3% of the principal amount of the Term C Loan by the exercise price per share determined in accordance with the next sentence. The exercise price per share of common stock underlying the Tranche C Warrants will be equal to the ten (10) trading day (or such lesser number of days to the extent that Borrower’s securities have been trading for fewer than ten (10) trading days) average closing price of Borrower’s common stock ending on the last trading-day prior to the issuance of the Tranche C Warrant. The exercise period for the Tranche C Warrants will expire on the fifth anniversary of the date of issuance thereof.

(v) Deleted Definitions. The following definitions are hereby deleted: (A) IPO Condition; (B) Second Draw Period

(vi) Section 2.1(a)(ii). Section 2.1(a)(ii) is hereby amended and restated as follows:

(ii) Subject to the terms and conditions of this Agreement, on the First Amendment Effective Date, the Lenders agree, severally and not jointly, to make term loans to Borrower in an aggregate principal amount of Four Million Dollars ($4,000,000.00) according to each Lender’s Term B Loan Commitment as set forth on Schedule 1.1 hereto (such term loans are hereinafter referred to singly as a “Term B Loan”, and collectively as the “Term B Loans”). After repayment, no Term B Loan may be re borrowed.

(vii) Section 2.1(a)(iii). A new Section 2.1(a)(iii) is hereby added as follows:

(ii) Subject to the terms and conditions of this Agreement and the prior satisfaction of the Term C Condition, the Lenders agree, severally and not jointly, during the Third Draw Period, to make term loans to Borrower in an aggregate principal amount of up to Five Million Dollars ($5,000,000.00) according to each Lender’s Term C Loan Commitment as set forth on Schedule 1.1 hereto (such term loans are hereinafter referred to singly as a “Term C Loan”, and collectively as the “Term C Loans”; each Term A Loan, Term B Loan or Term C Loan is hereinafter referred to singly as a “Term Loan” and the Term A Loans, the Term B Loans and the Term C Loans are hereinafter referred to collectively as the “Term Loans”). After repayment, no Term C Loan may be re borrowed.

(viii) Section 2.1(b). Section 2.1(b) is hereby amended by adding “and the Term C Loans, as applicable,” immediately after both occurrences of “Term B Loans” therein.

(ix) Section 3.2(d). Section 3.2(d) is hereby amended and restated as follows:

(d) with respect to the Term B Loan and the Term C Loan, the delivery by Borrower of originally-executed Tranche B Warrants or Tranche C Warrants, as applicable, and, if requested by a Lender, Secured Promissory Notes according to such Lender’s Term B Loan Commitment Percentage or Term C Loan Commitment Percentage, as applicable;

(x) Lenders and Commitments. Schedule 1.1 of the Loan Agreement, the Schedules of Lenders and Commitments, is hereby amended and restated in its entirety with Annex A hereto.

(xi) Form of Solar Warrant. The Form of Solar Warrant attached as Exhibit F to the Loan and Security Agreement is hereby amended and restated in its entirety with Annex B hereto.

(xii) Form of Oxford Warrant. The Form of Oxford Warrant attached as Exhibit G to the Loan and Security Agreement is hereby amended and restated in its entirety with Annex C hereto.

(xiii) Form of Secured Promissory Note. The Form of Secured Promissory Note attached as Exhibit H to the Loan and Security Agreement is hereby amended and restated in its entirety with Annex D hereto.

(c) References Within Loan and Security Agreement. Each reference in the Loan and Security Agreement to “this Agreement” and the words “hereof,” “herein,” “hereunder,” or words of like import, shall mean and be a reference to the Loan and Security Agreement as amended by this Amendment.

SECTION 3 Conditions of Effectiveness. The effectiveness of Section 2 of this Amendment shall be subject to the satisfaction of each of the following conditions precedent:

(a) Fees and Expenses. The Borrower shall have paid (i) all invoiced costs and expenses then due in accordance with Section 5(d), and (ii) all other fees, costs and expenses due and payable as of the Amendment Effective Date under or in connection with this Amendment and the Loan and Security Agreement.

(b) This Amendment. The Collateral Agent shall have received this Amendment, executed by the Lenders and the Borrower.

(c) Borrowing of Term B Loan. Borrower shall have satisfied each of the conditions in Sections 2.1(a)(ii) and 3.2 with respect to the advance of the full amount of the Term B Loan (as modified by this Amendment).

(d) Representations and Warranties; No Default. On the Amendment Effective Date, after giving effect to the amendment of the Loan and Security Agreement contemplated hereby:

(i) The representations and warranties contained in Section 4 shall be true and correct on and as of the Amendment Effective Date as though made on and as of such date; and

(ii) There exists no Events of Default or events that with the passage of time would result in an Event of Default.

SECTION 4 Representations and Warranties. To induce the Lenders to enter into this Amendment, the Borrower hereby confirms, as of the date hereof, that the representations and warranties made by it in Section 5 of the Loan and Security Agreement and in the other Loan Documents are true and correct in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. For the purposes of this Section 4, (i) each reference in Section 5 of the Loan and Security Agreement to “this Agreement,” and the words “hereof,” “herein,” “hereunder,” or words of like import in such Section, shall mean and be a reference to the Loan and Security Agreement as amended by this Amendment, and (ii) any representations and warranties which relate solely to an earlier date shall not be deemed confirmed and restated as of the date hereof (provided that such representations and warranties shall be true, correct and complete as of such earlier date).

SECTION 5 Miscellaneous.

(a) Loan Documents Otherwise Not Affected. Except as expressly amended pursuant hereto, the Loan and Security Agreement and the other Loan Documents shall remain unchanged and in full force and effect and is hereby ratified and confirmed in all respects. The Lenders’ and the Collateral Agent’s execution and delivery of, or acceptance of, this Amendment shall not be deemed to create a course of dealing or otherwise create any express or implied duty by any of them to provide any other or further amendments, consents or waivers in the future.

(b) Conditions. For purposes of determining compliance with the conditions specified in Section 3, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Collateral Agent shall have received notice from such Lender prior to the Amendment Effective Date specifying its objection thereto.

(c) No Reliance. The Borrower hereby acknowledges and confirms to the Collateral Agent and the Lenders that the Borrower is executing this Amendment on the basis of its own investigation and for its own reasons without reliance upon any agreement, representation, understanding or communication by or on behalf of any other Person.

(d) Costs and Expenses. The Borrower agrees to pay to the Collateral Agent on demand the reasonable out-of-pocket costs and expenses of the Collateral Agent and the Lenders party hereto, and the reasonable fees and disbursements of counsel to the Collateral Agent and the Lenders party hereto (including allocated costs of internal counsel), in connection with the negotiation, preparation, execution and delivery of this Amendment and any other documents to be delivered in connection herewith.

(e) Binding Effect. This Amendment binds and is for the benefit of the successors and permitted assigns of each party.

(f) Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF SUCH STATE), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, REGARDLESS OF THE LOCATION OF THE COLLATERAL.

(g) Complete Agreement; Amendments. This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements with respect to such

subject matter. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents merge into this Agreement and the Loan Documents.

(h) Severability of Provisions. Each provision of this Amendment is severable from every other provision in determining the enforceability of any provision.

(i) Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Agreement.

(j) Loan Documents. This Amendment and the other Amendment Documents shall constitute Loan Documents.

[Balance of Page Intentionally Left Blank; Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment, as of the date first above written.

	BORROWER: RADIUS HEALTH, INC. as Borrower

	By	/s/ Xxxxxx X. Xxxx
	Title:	President and Chief Executive Officer


	COLLATERAL AGENT AND LENDERS: SOLAR CAPITAL LTD., as Collateral Agent and a Lender

	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Authorized Signatory


	OXFORD FINANCE LLC, as a Lender

	By	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	Vice President – Finance, Secretary & Treasurer

SCHEDULE 1.1

Lenders and Commitments

Term A Loans

Lender	Term Loan Commitment		Commitment Percentage
Solar Capital Ltd.	$	10,500,000.00	50	%
Oxford Finance LLC	$	10,500,000.00	50	%
TOTAL	$	21,000,000.00	100.00	%

Term B Loans

Lender	Term Loan Commitment		Commitment Percentage
Solar Capital Ltd.	$	2,000,000.00	50	%
Oxford Finance LLC	$	2,000,000.00	50	%
TOTAL	$	4,000.000.00	100.00	%

Term C Loans

Lender	Term Loan Commitment		Commitment Percentage
Solar Capital Ltd.	$	2,500,000.00	50	%
Oxford Finance LLC	$	2,500,000.00	50	%
TOTAL	$	5,000.000.00	100.00	%

Aggregate (all Term Loans)

Lender	Term Loan Commitment		Commitment Percentage
Solar Capital Ltd.	$	15,000,000.00	50	%
Oxford Finance LLC	$	15,000,000.00	50	%
TOTAL	$	30,000,000.00	100.00	%

Annex B

Amended and Restated Exhibit F to Loan and Security Agreement

Form of Solar Warrant

[see attached]

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 5.3 AND 5.4 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.

WARRANT TO PURCHASE STOCK

Company:	Radius Health, Inc., a Delaware corporation
Number of Shares:	[·]
Type/Series of Stock:	[Tranche A Warrant: Series B-2 Convertible Preferred Stock, par value $0.0001 per share][Tranche B Warrant and Tranche C Warrant: Common Stock, par value $0.0001 per share]
Warrant Price:	$[·] per share
Issue Date:	[·]
Expiration Date:	[Insert date that is fifth (5th) anniversary from the issuance date of the Warrant] (See also Section 5.1(b))
Credit Facility:	This Warrant to Purchase Stock (“Warrant”) is issued in connection with that certain Loan and Security Agreement, dated as of May 30, 2014, by and among Solar Capital Ltd., Oxford Finance LLC and the Company (as amended, the “Loan Agreement”).

THIS WARRANT CERTIFIES THAT, for good and valuable consideration, Solar Capital Ltd., a Maryland corporation with an office located at 000 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 (together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”), is entitled to purchase the number of fully paid and non-assessable shares (the “Shares”) of the above-stated Type/Series of Stock (the “Class”) of the above-named company (the “Company”) at the above-stated Warrant Price, all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant.

SECTION 1. EXERCISE.

Company and the other parties named therein, as a Stockholder and a Holder under the terms of the Stockholders’ Agreement, (y) the Company’s signature below hereby constitutes the Company’s written acceptance of such Instrument of Adherence (pursuant to Section 17 of the Stockholders’ Agreement, or such similar section of the Stockholders’ Agreement as in effect at the time of exercise of the Warrant) effective upon receipt thereof by the Company in connection with the Company’s receipt of a duly executed Notice of Exercise, and (z) the Holder shall be considered to be a Stockholder and Holder under the Stockholders’ Agreement effective as of the receipt by the Company of the Notice of Exercise and, unless Holder is exercising this Warrant pursuant to a cashless exercise set forth in Section 1.2, a check, wire transfer of same-day funds (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased.

1.2 Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula:

X = Y(A-B)/A

where:

X = the number of Shares to be issued to the Holder;

Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price);

A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and

B = the Warrant Price.

1.3 Fair Market Value. If the Company’s common stock is then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market (a “Trading Market”) and the Class is common stock, the fair market value of a Share shall be the closing price or last sale price of a share of common stock reported for the Business Day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company. If the Company’s common stock is then traded in a Trading Market and the Class is a series of the Company’s convertible preferred stock, the fair market value of a Share shall be the closing price or last sale price of a share of the Company’s common stock reported for the Business Day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company multiplied by the number of shares of the Company’s common stock into which a Share is then convertible. If the Company’s common stock is not traded in a Trading Market, the Board of Directors of the Company shall determine the fair market value of a Share in its reasonable good faith judgment.

1.4 Delivery of Certificate and New Warrant. Promptly after Holder exercises this Warrant in the manner set forth in Section 1.1 or 1.2 above, the Company shall deliver to Holder a

certificate representing the Shares issued to Holder upon such exercise and, if this Warrant has not been fully exercised and has not expired, a new warrant of like tenor representing the Shares not so acquired.

1.5 Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form, substance and amount to the Company or, in the case of mutilation, on surrender of this Warrant to the Company for cancellation, the Company shall, within a reasonable time, execute and deliver to Holder, in lieu of this Warrant, a new warrant of like tenor and amount.

1.6 Treatment of Warrant Upon Acquisition of Company.

(a) Acquisition. For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own shares representing less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization; or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power.

(b) Treatment of Warrant at Acquisition. In the event of an Acquisition in which the consideration to be received by the Company’s stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (as defined below) (a “Cash/Public Acquisition”), either (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant, except as set forth under Section 1.6(c) below, this Warrant will expire immediately prior to the consummation of such Acquisition.

(c) The Company shall provide Holder with written notice of its request relating to the Cash/Public Acquisition (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which is to be delivered to Holder not less than seven (7) Business Days prior to the closing of the proposed Cash/Public Acquisition. Notwithstanding the foregoing, if, immediately prior to the Cash/Public Acquisition, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above (without any pre-condition under Section 1.1 above or otherwise, including, without limitation, any delivery by the Holder of an Instrument of Adherence, which, in such instance, if an Instrument of Adherence would otherwise have been required to have been delivered in connection with an election to exercise pursuant to Section 1.1 above, the Holder shall be deemed to have delivered to the Company and to accordingly have become a party to the Stockholders’ Agreement as a Stockholder and a Holder thereunder effective immediately upon the effectiveness of such automatic exercise of this Warrant) as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon such exercise to the Holder.

(d) Upon the closing of any Acquisition other than a Cash/Public Acquisition defined above, the acquiring, surviving or successor entity shall assume the obligations of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or other property as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with the provisions of this Warrant.

(e) As used in this Warrant, “Marketable Securities” means securities meeting all of the following requirements: (i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is then current in its filing of all required reports and other information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by Holder in connection with the Acquisition were Holder to exercise this Warrant on or prior to the closing thereof is then traded in Trading Market, and (iii) following the closing of such Acquisition, Holder would not be restricted from publicly re-selling all of the issuer’s shares and/or other securities that would be received by Holder in such Acquisition were Holder to exercise or convert this Warrant in full on or prior to the closing of such Acquisition, except to the extent that any such restriction (x) arises solely under federal or state securities laws, rules or regulations, and (y) does not extend beyond six (6) months from the closing of such Acquisition.

SECTION 2. ADJUSTMENTS TO THE SHARES AND WARRANT PRICE.

2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend or distribution on the outstanding shares of the Class payable in common stock or other securities or property (other than cash), then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without additional cost to Holder, the total number and kind of securities and property which Holder would have received had Holder owned the Shares of record as of the date the dividend or distribution occurred. If the Company subdivides the outstanding shares of the Class by reclassification or otherwise into a greater number of shares, the number of Shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased. If the outstanding shares of the Class are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased.

2.2 Reclassification, Exchange, Combinations or Substitution. Upon any event whereby all of the outstanding shares of the Class are reclassified, exchanged, combined, substituted, or replaced for, into, with or by Company securities of a different class and/or series, then from and after the consummation of such event, this Warrant will be exercisable for the number, class and series of Company securities that Holder would have received had the Shares been outstanding on and as of the consummation of such event, and subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, combinations substitutions, replacements or other similar events.

2.3 Conversion of Preferred Stock. If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective

registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

2.4 Adjustments for Diluting Issuances. Without duplication of any adjustment otherwise provided for in this Section 2, the number of shares of common stock issuable upon conversion of the Shares shall be subject to anti-dilution adjustment from time to time in the manner set forth in the Company’s Articles or Certificate of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required adjustment.

2.5 No Fractional Share. No fractional Share shall be issuable upon exercise of this Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional Share interest arises upon any exercise of the Warrant, the Company shall eliminate such fractional Share interest by paying Holder in cash the amount computed by multiplying the fractional interest by (i) the fair market value (as determined in accordance with Section 1.3 above) of a full Share, less (ii) the then-effective Warrant Price.

2.6 Notice/Certificate as to Adjustments. Upon each adjustment of the Warrant Price, Class and/or number of Shares, the Company, at the Company’s expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant Price, Class and/or number of Shares and facts upon which such adjustment is based. The Company shall, upon written request from Holder, furnish Holder with a certificate of its Chief Financial Officer, including computations of such adjustment and the Warrant Price, Class and number of Shares in effect upon the date of such adjustment.

SECTION 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.

3.1 Representations and Warranties. The Company represents and warrants to, and agrees with, the Holder as follows:

(a) All Shares which may be issued upon the exercise of this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws. The Company covenants that it shall at all times cause to be reserved and kept available out of its authorized and unissued capital stock such number of shares of the Class, common stock and other securities as will be sufficient to permit the exercise in full of this Warrant and the conversion of the Shares into common stock or such other securities.

(b) The Company’s capitalization table attached hereto as Schedule 1 is true and complete, in all material respects, as of the Issue Date.

(c) The Company has directed the Holder to documents that the Company has publicly filed with the Securities and Exchange Commission via its Electronic Data Gathering, Analysis,

and Retrieval system (“XXXXX”), which include a true, complete and correct copy of the Stockholders’ Agreement as amended and/or restated as of the Issue Date and true, complete and correct copies of the Company’s certificate of incorporation, as amended and/or restated as of the Issue Date. [For Tranche A Warrant: The initial Warrant Price referenced on the first page of this Warrant is not greater than the price per share, as adjusted for stock splits, combinations recapitalizations and the like, at which shares of the Class were last sold and issued prior to the Issue Date hereof in an arms-length transaction in which at least $500,000 of such shares were sold. Each share of the Class underlying this Warrant is convertible into 4.386 shares of Common Stock, par value $0.0001 per share, of the Company.]

(d) That upon exercise of this Warrant, the Holder will be a Stockholder and Holder under the Stockholders’ Agreement, and shall have the registration rights set forth in Section 5.12 below with respect to the shares of capital stock of the Company issued to the Holder pursuant to such exercise.

3.2 Notice of Certain Events. If the Company proposes at any time to:

(a) declare any dividend or distribution upon the outstanding shares of the Class or common stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend;

(b) offer for subscription or sale pro rata to the holders of the outstanding shares of the Class any additional shares of any class or series of the Company’s stock (other than pursuant to contractual pre-emptive rights);

(c) effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the outstanding shares of the Class;

(d) effect an Acquisition or to liquidate, dissolve or wind up; or

(e) effect an IPO;

then, in connection with each such event, the Company shall give Holder:

(1) at least seven (7) Business Days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of outstanding shares of the Class will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (a) and (b) above;

(2) in the case of the matters referred to in (c) and (d) above at least seven (7) Business Days prior written notice of the date when the same will take place (and specifying the date on which the holders of outstanding shares of the Class will be entitled to exchange their shares for the securities or other property deliverable upon the occurrence of such event); and

(3) with respect to the IPO, at least seven (7) Business Days prior written notice of the date on which the Company proposes to file its registration statement in connection therewith unless such registration statement has been filed prior to the date of issuance of this Warrant, in which case no notice need be provided by the Company to the Holder pursuant to this Section 3.2.

Reference is made to Section 1.6(c) whereby this Warrant will be deemed to be exercised pursuant to Section 1.2 hereof whether or not the Company gives written notice to Holder of a Cash/Public Acquisition as required by the terms hereof. Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements.

SECTION 4. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE HOLDER.

The Holder represents and warrants to the Company, and agrees, as applicable, as follows:

4.1 Purchase for Own Account. This Warrant and the securities to be acquired upon exercise of this Warrant by Holder are being acquired for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant or the Shares.

4.2 Disclosure of Information. Holder is aware of the Company’s business affairs and financial condition and has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. Holder further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Holder or to which Holder has access.

4.3 Investment Experience. Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk. Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic risk of such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business acumen and financial circumstances of such persons.

4.4 Accredited Investor Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.

4.5 The Act. Holder understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein. Holder understands that this Warrant and the Shares issued upon any exercise hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available. Holder is aware of the provisions of Rule 144 promulgated under the Act.

4.7 No Voting Rights. Holder, as a Holder of this Warrant, will not have any voting rights until the exercise of this Warrant.

SECTION 5. MISCELLANEOUS.

5.1 Term and Automatic Conversion Upon Expiration.

(a) Term. Subject to the provisions of Section 1.6 above, this Warrant is exercisable in whole or in part at any time and from time to time on or before 6:00 PM, Pacific time, on the Expiration Date and shall be void thereafter.

(b) Automatic Cashless Exercise upon Expiration. In the event that, upon the Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall, within a reasonable time, deliver a certificate representing the Shares (or such other securities) issued upon such exercise to Holder. In addition, upon an automatic exercise pursuant to this Section 5.1(b), if an Instrument of Adherence would otherwise have been required to have been delivered in connection with an election to exercise pursuant to Section 1.1 above, the Holder shall be deemed to have delivered such document to the Company, and shall be deemed to be a party to the Stockholders’ Agreement as a Stockholder and a Holder thereunder and have all the registration rights set forth in Section 5.12 below, as of the date of automatic exercise pursuant to this Section 5.1(b).

5.2 Legends. The Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in substantially the following form:

THE SHARES EVIDENCED BY THIS CERTIFICATE 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 THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER TO SOLAR CAPITAL LTD. DATED [·], 201[·], 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 ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

5.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to any affiliate of Holder, provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act. Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability of Rule 144 promulgated under the Act.

5.4 Transfer Procedure. Subject to the provisions of Section 5.3 and upon providing the Company with written notice, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable directly or indirectly, upon conversion of the Shares, if any) to any transferee, provided, however, in connection with any such transfer, Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

5.5 Notices. All notices and other communications hereunder from the Company to the Holder, or vice versa, shall be deemed delivered and effective (i) when given personally, (ii) on the third (3rd) Business Day after being mailed by first-class registered or certified mail, postage prepaid, (iii) upon actual receipt if given by facsimile or electronic mail and such receipt is confirmed in writing by the recipient, or (iv) on the first Business Day following delivery to a reliable overnight courier service, courier fee prepaid, in any case at such address as may have been furnished to the Company or Holder, as the case may be, in writing by the Company or such Holder from time to time in accordance with the provisions of this Section 5.5. All notices to Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer or otherwise:

Solar Capital Ltd.

Attn: Xxxxxxx Xxxxxxx

000 Xxxx Xxxxxx, 0xx Xxxxx

Xxx Xxxx, XX 00000

Telephone: (646) 308 - 8730

Facsimile: (000) 000-0000

Email address: xxxxxxx@xxxxxxxxxxx.xxx

With a copy (which shall not constitute notice) to:

Xxxxxxxx & Xxxxxxxx LLP

Attn: Xxxx Xxxxx

000 Xxxxxx Xxxxxx, 00xx Xxxxx

Xxx Xxxxxxxxx, XX 00000

Telephone: (000) 000-0000

Facsimile: (000) 000-0000

Email: xxxxxx@xxxx.xxx

Notice to the Company shall be addressed as follows until Holder receives notice of a change in address:

Radius Health, Inc.

Attn: Xxxx Xxxxxx, Chief Financial Officer

000 Xxxxxxxx, 0xx Xxxxx

Xxxxxxxxx, XX 00000

Telephone: (000) 000-0000

Facsimile: (000) 000-0000

Email: xxxxxxxx@xxxxxxxxxxx.xxx

With a copy (which shall not constitute notice) to:

Xxxxxx & Xxxxxxx

Attn: Xxxx Xxxxxxxx

000 Xxxxxxxxxx Xxxxxx

Xxx Xxxxxxxxx, XX 00000

Telephone: (000) 000-0000

Fax: (000) 000-0000

Email: xxxx.xxxxxxxx@xx.xxx

5.6 Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated (either generally or in a particular instance and either retroactively or prospectively) only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

5.7 Attorney’s Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

5.8 Counterparts; Facsimile/Electronic Signatures. This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. Any signature page delivered electronically or by facsimile shall be binding to the same extent as an original signature page with regards to any agreement subject to the terms hereof or any amendment thereto.

5.9 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles regarding conflicts of law.

5.10 Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.

5.11 Business Days. “Business Day” is any day that is not a Saturday, Sunday or a day on which banks in New York, New York are closed.

the Holder’s executed copy, and in any event within two (2) business days thereafter, provided that the Holder’s rights under the Stockholders’ Agreement shall be effective as of the date of exercise whether or not the Company returns a countersigned Instrument of Adherence. In addition, (i) prior to the exercise of this Warrant, the Company will provide to the Holder all notices required to be sent to the parties to the Stockholders’ Agreement pursuant to the terms of such agreement as if the Holder were a Holder and Stockholder under the Stockholders’ Agreement as of and after the Issue Date of this Warrant, (ii) other than the amendment and restatement of the Stockholders’ Agreement contemplated by that certain Fifth Amended and Restated Stockholders’ Agreement, dated as of April 24, 2014, among the Company and the Stockholders referenced therein (the “New Stockholders’ Agreement”) (a true and correct copy of which has been publicly filed by the Company via XXXXX), which is to automatically become effective immediately prior to the listing of the Common Stock on a national securities exchange, the Company shall not amend, waive, terminate or modify the terms of the Stockholders’ Agreement without the prior written consent of the Holder unless such amendment, waiver, termination or modification both (a) applies to all Holders and Stockholders under the Stockholders’ Agreement in the same manner in which it would apply to the Holder as a party under the Stockholders’ Agreement, assuming, for purposes of this clause (a), that the Holder had exercised this Warrant and become a party to the Stockholders’ Agreement pursuant to the Instrument of Adherence prior to the effectiveness of any such amendment, waiver, termination or modification, and (b) does not prevent the Holder from becoming a party thereto (except in the case that the Stockholders’ Agreement is wholly terminated without replacement) upon delivery of the Instrument of Adherence, and (iii) other than with respect to the amendment and restatement of the Stockholders’ Agreement contemplated by the New Stockholders’ Agreement, the Company shall promptly, and in no event more than five (5) business days after the date of such event, deliver to the Holder true and complete copies of any amendment, waiver, termination or modification of the Stockholders’ Agreement.

[Signature page follows]

IN WITNESS WHEREOF, the parties have caused this Warrant to Purchase Stock to be executed by their duly authorized representatives effective as of the Issue Date written above.

“COMPANY”

RADIUS HEALTH, INC.


By:

Name:
	(Print)
Title:


“HOLDER”

SOLAR CAPITAL LTD.

By:

Name:
	(Print)
Title:

APPENDIX 1

NOTICE OF EXERCISE

1. The undersigned Holder hereby exercises its right purchase shares of the Common/Series B-2 Convertible Preferred [circle one] Stock of Radius Health, Inc., a Delaware corporation (the “Company”), in accordance with the attached Warrant To Purchase Stock, and tenders payment of the aggregate Warrant Price for such shares as follows:

o check in the amount of $ payable to order of the Company enclosed herewith

o Wire transfer of immediately available funds to the Company’s account

o Cashless Exercise pursuant to Section 1.2 of the Warrant

o Other [Describe]

2. Please issue a certificate or certificates representing the Shares in the name specified below:


	Holder’s Name





	(Address)

3. By its execution below and for the benefit of the Company, Holder hereby restates each of the representations and warranties in Section 4 of the Warrant to Purchase Stock as of the date hereof.

	HOLDER:




	By:

	Name:

	Title:

	(Date):

Appendix 2

SCHEDULE 1

Company Capitalization Table

[see attached]

Schedule 1

APPENDIX 2

Instrument of Adherence to
Fifth Amended and Restated
Stockholders’ Agreement
dated April 24, 2014

[ , 20 ]

Reference is hereby made to that certain FIFTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, dated the 24th day of April, 2014, entered into by and among Radius Health, Inc., a Delaware corporation (the “Corporation”), and the Stockholder parties thereto, as amended from time to time (the “Agreement”). Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in the Agreement.

The undersigned (the “New Stockholder Party”), in order to become the owner or holder of up to shares of Series B-2 Convertible Preferred Stock/Common Stock issuable upon exercise of that certain Warrant to Purchase Stock, dated , 2014, held by the undersigned as of the date hereof (the “Warrant”) and all other shares of the Corporation’s capital stock hereinafter acquired, hereby agrees that, from and after the date of exercise of the Warrant and the resulting issuance by the Corporation of any shares of capital stock of the Corporation to the New Stockholder Party, the undersigned has become a party to the Agreement in the capacities of a Stockholder and a Holder, and is subject to all of the obligations, restrictions and limitations set forth in, the Agreement that are applicable to the Stockholder and Holder parties thereunder and shall be deemed to have made all of the representations and warranties made by the Stockholder and Holder parties thereunder. This Instrument of Adherence shall take effect and shall become a part of the Agreement on the latest date of execution by both the New Stockholder Party and the Corporation.

Executed as of the date set forth above.

	Print Name:

	Signature:

Accepted:


RADIUS HEALTH, INC.


By:
	Name:
	Title:

Schedule 1

Annex C

Amended and Restated Exhibit G to Loan and Security Agreement

Form of Oxford Warrant

[see attached]

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 5.3 AND 5.4 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.

WARRANT TO PURCHASE STOCK

Company:	RADIUS HEALTH, INC., a Delaware corporation
Number of Shares:	[Tranche B: $60,000.00/Warrant Price][Tranche C: $75,000.00/Warrant Price]
Type/Series of Stock:	Common Stock
Warrant Price:	[ten (10) trading day (or such lesser number of days to the extent that Company’s securities have been trading for fewer than ten (10) trading days) average closing price of Company’s common stock ending on the last trading day prior to the Issue Date]
Issue Date:	[Date]
Expiration Date:	[Date that is the fifth (5th) anniversary from the Issue Date] See also Section 5.1(b).
Credit Facility:	This Warrant to Purchase Stock (“Warrant”) is issued in connection with that certain Loan and Security Agreement of even date herewith among Solar Capital Ltd., as Lender and Collateral Agent, Oxford Finance LLC, the Lenders from time to time party thereto, and the Company (as modified, amended and/or restated from time to time, the “Loan Agreement”).

THIS WARRANT CERTIFIES THAT, for good and valuable consideration, OXFORD FINANCE LLC (“Oxford” and, together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to purchase the number of fully paid and non-assessable shares (the “Shares”) of the above-stated Type/Series of Stock (the “Class”) of the above-named company (the “Company”) at the above-stated Warrant Price, all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant.

SECTION 1. EXERCISE.

1.1 Method of Exercise. Holder may at any time and from time to time prior to the Expiration Date exercise this Warrant, in whole or in part, by delivering to the Company the original of this Warrant together with (i) a duly executed Notice of Exercise in substantially the form attached hereto as Appendix 1, (ii) unless the Stockholders’ Agreement, as defined below, has been terminated or is no longer in effect at the time of exercise, an Instrument of Adherence duly executed by the Holder in substantially the form attached hereto as Appendix 3 (with such changes to Appendix 3 to maintain compliance with the then current Stockholders’ Agreement, as defined below, the “Instrument of Adherence”) and (iii) unless Holder is exercising this Warrant pursuant to a cashless exercise set forth in Section 1.2, a check, wire transfer of same-day funds (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased. It is hereby agreed by the Company and the Holder that (x) the Instrument of Adherence shall add the Holder as a party to the Fifth Amended and Restated Stockholders’ Agreement, dated April 24, 2014 (as amended and in effect from time to time, the “Stockholders’ Agreement”), among the Company and the other parties named therein, as a Stockholder and a Holder under the terms of the Stockholders’ Agreement, (y) the Company’s signature below hereby constitutes the Company’s written acceptance of such Instrument of Adherence (pursuant to Section 17 of the Stockholders’ Agreement, or such similar section of the Stockholders’ Agreement as in effect at the time of exercise of the Warrant) effective upon receipt thereof by the Company in connection with the Company’s receipt of a duly executed Notice of Exercise, and (z) the Holder shall be considered to be a Stockholder and Holder under the Stockholders’ Agreement effective as of the receipt by the Company of the

Notice of Exercise and, unless Holder is exercising this Warrant pursuant to a cashless exercise set forth in Section 1.2, a check, wire transfer of same-day funds (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased.

X = Y(A-B)/A

where:

X = the number of Shares to be issued to the Holder;

Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price);

A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and

B = the Warrant Price.

1.4 Delivery of Certificate and New Warrant. Within a reasonable time after Holder exercises this Warrant in the manner set forth in Section 1.1 or 1.2 above, the Company shall deliver to Holder a certificate representing the Shares issued to Holder upon such exercise and, if this Warrant has not been fully exercised and has not expired, a new warrant of like tenor representing the Shares not so acquired.

1.6 Treatment of Warrant Upon Acquisition of Company.

(a) Acquisition. For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own shares representing less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization (or, if such Company stockholders beneficially own a majority of the outstanding voting power of the surviving or successor entity as of immediately after such merger, consolidation or reorganization, such surviving or successor entity is not the Company); or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power.

or a combination of cash and Marketable Securities (as defined below) (a “Cash/Public Acquisition”), either (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition.

(c) The Company shall provide Holder with written notice of its request relating to the Cash/Public Acquisition (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which is to be delivered to Holder not less than seven (7) Business Days prior to the closing of the proposed Cash/Public Acquisition. In the event the Company does not provide such notice, then if, immediately prior to the Cash/Public Acquisition, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above (without any pre-condition under Section 1.1 above or otherwise, including, without limitation, any delivery by the Holder of an Instrument of Adherence, which, in such instance, if an Instrument of Adherence would otherwise have been required to have been delivered in connection with an election to exercise pursuant to Section 1.1 above, the Holder shall be deemed to have delivered to the Company and to accordingly have become a party to the Stockholders’ Agreement as a Stockholder and a Holder thereunder effective immediately upon the effectiveness of such automatic exercise of this Warrant) as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon such exercise to the Holder and Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as the date thereof.

SECTION 2. ADJUSTMENTS TO THE SHARES AND WARRANT PRICE.

2.3 No Fractional Share. No fractional Share shall be issuable upon exercise of this Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional Share interest arises upon any exercise of the Warrant, the Company shall eliminate such fractional Share interest by paying Holder in cash the amount computed by multiplying the fractional interest by (i) the fair market value (as determined in accordance with Section 1.3 above) of a full Share, less (ii) the then-effective Warrant Price.

2.4 Notice/Certificate as to Adjustments. Upon each adjustment of the Warrant Price, Class and/or number of Shares, the Company, at the Company’s expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant Price, Class and/or number of Shares and facts upon which such adjustment is based. The Company shall, upon written request from Holder, furnish Holder with a certificate of its Chief Financial Officer, including computations of such adjustment and the Warrant Price, Class and number of Shares in effect upon the date of such adjustment.

SECTION 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.

3.1 Representations and Warranties. The Company represents and warrants to, and agrees with, the Holder as follows:

(a) The Company has directed to the Holder to document that the Company has publicly filed with the Securities and Exchange Commission via its Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”), which include a true, complete and correct copy of the Stockholders’ Agreement as amended and/or restated as of the Issue Date and true, complete and correct copies of the Company’s certificate of incorporation, as amended and/or restated as of the Issue Date. The initial Warrant Price referenced on the first page of this Warrant is not greater than the price per share at which shares of the Class were last sold and issued prior to the Issue Date hereof in an arms-length transaction in which at least $500,000 of such shares were sold.

(b) All Shares which may be issued upon the exercise of this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws. The Company covenants that it shall at all times cause to be reserved and kept available out of its authorized and unissued capital stock such number of shares of the Class, common stock and other securities as will be sufficient to permit the exercise in full of this Warrant and the conversion of the Shares into common stock or such other securities.

(c) That upon exercise of this Warrant, the Holder will be a Stockholder and Holder under the Stockholders’ Agreement, and shall have the registration rights set forth in Section 5.12 below with respect to the shares of capital stock of the Company issued to the Holder pursuant to such exercise.

3.2 Notice of Certain Events. If the Company proposes at any time to:

(a) declare any dividend or distribution upon the outstanding shares of the Class or common stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend;

(c) effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the outstanding shares of the Class; or

(d) effect an Acquisition or to liquidate, dissolve or wind up;

then, in connection with each such event, the Company shall give Holder:

Reference is made to Section 1.6(c) whereby this Warrant will be deemed to be exercised pursuant to Section 1.2 hereof if the Company does not give written notice to Holder of a Cash/Public Acquisition as required by the terms hereof. Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements.

SECTION 4. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE HOLDER.

The Holder represents and warrants to the Company, and agrees, as applicable, as follows:

4.4 Accredited Investor Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.

4.6 No Voting Rights. Holder, as a Holder of this Warrant, will not have any voting rights until the exercise of this Warrant.

SECTION 5. MISCELLANEOUS.

5.1 Term; Automatic Cashless Exercise Upon Expiration.

(a) Term. Subject to the provisions of Section 1.6 above, this Warrant is exercisable in whole or in part at any time and from time to time on or before 6:00 PM, Eastern time, on the Expiration Date and shall be void thereafter.

5.2 Legends. Each certificate evidencing Shares (and each certificate evidencing the securities issued upon conversion of any Shares, if any) shall be imprinted with a legend in substantially the following form:

THE SHARES EVIDENCED BY THIS CERTIFICATE 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 THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER TO OXFORD FINANCE LLC DATED [ISSUE DATE], 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 ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

5.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issued upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate of Holder, provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act. Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability of Rule 144 promulgated under the Act.

5.4 Transfer Procedure. After receipt by Oxford of the executed Warrant, Oxford may transfer all or part of this Warrant to one or more of Oxford’s affiliates (each, an “Oxford Affiliate”), by execution of an Assignment substantially in the form of Appendix 2. Subject to the provisions of Article 5.3 and upon providing the Company with written notice, Oxford, any such Oxford Affiliate and any subsequent Holder, may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee, provided, however, in connection with any such transfer, the Oxford Affiliate(s) or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable).

Oxford Finance LLC

000 X. Xxxxxxx Xxxxxx

Xxxxxxxxxx, XX 00000

Attn: Legal Department

Telephone: (000) 000-0000

Facsimile: (000) 000-0000
Email: XxxxxXxxxxxxxxx@xxxxxxxxxxxxx.xxx

Notice to the Company shall be addressed as follows until Holder receives notice of a change in address:

Radius Health, Inc.

000 Xxxxxxxx, 0xx Xxxxx

Xxxxxxxxx, XX 00000

Attn: Xxxx Xxxxxx, Chief Financial Officer

Telephone: (000) 000-0000

Fax: (000) 000-0000

Email: xxxxxxxx@xxxxxxxxxxx.xxx

With a copy (which shall not constitute notice) to:

Xxxxxx & Xxxxxxx LLP

000 Xxxxxxxxxx Xxxxxx

Xxx Xxxxxxxxx, XX 00000

Attn: Xxxx Xxxxxxxx

Fax: (000) 000-0000

Email: xxxx.xxxxxxxx@xx.xxx

5.7 Attorneys’ Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

5.9 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its principles regarding conflicts of law.

5.10 Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.

5.11 Business Days. “Business Day” is any day that is not a Saturday, Sunday or a day on which Oxford is closed.

5.12 Registration Rights. The Company hereby agrees that shares of the Company’s Common Stock issued and issuable upon exercise of this Warrant (or upon conversion of the shares issuable upon exercise of this Warrant) shall have, effective as of the date of exercise of this Warrant, all registration rights pursuant to and as set forth in the Stockholders’ Agreement, on a pari passu basis with the other parties to such agreement, including, without limitation, the piggyback and S-3 registration rights set forth in Sections 3.4(b) and 3.5 of the Stockholders’ Agreement (or such corollary provision as may be in effect as of the date of exercise of this Warrant). The foregoing referenced registration rights will be subject to and governed by the terms of the Stockholders’ Agreement. Notwithstanding the Company’s written acceptance of the Instrument of Adherence by its signature below (pursuant to the terms of Section 1.1 above and Section 17 of the Stockholders’ Agreement) upon its delivery by the Holder to the Company in connection with the delivery of a Notice of Exercise, the Company hereby agrees to deliver a countersigned Instrument of Adherence to the Holder promptly following receipt of the Holder’s executed copy, and in any event within two (2) business days thereafter, provided that the Holder’s rights under the Stockholders’ Agreement shall be effective as of the date of exercise whether or not the Company returns a countersigned Instrument of Adherence. In addition, (i) prior to the exercise of this Warrant, the Company will provide to the Holder all notices required to be sent to the parties to the Stockholders’ Agreement pursuant to the terms of such agreement as if the Holder were a Holder and Stockholder under the Stockholders’ Agreement as of and after the Issue Date of this Warrant, (ii) other than the amendment and restatement of the Stockholders’ Agreement contemplated by that certain Fifth Amended and Restated Stockholders’ Agreement, dated as of April 24, 2014, among the Company and the Stockholders referenced therein (the “New Stockholders’ Agreement”) (a true and correct copy of which has been publicly filed by the Company via XXXXX), which is to automatically become effective immediately prior to the listing of the Common Stock on a national securities exchange, the Company shall not amend, waive, terminate or modify the terms of the Stockholders’ Agreement without the prior written consent of the Holder unless such amendment, waiver, termination or modification both (a) applies to all Holders and Stockholders under the Stockholders’ Agreement in the same manner in which it would apply to the Holder as a party under the Stockholders’ Agreement, assuming, for purposes of this clause (a), that the Holder had exercised this Warrant and become a party to the Stockholders’ Agreement pursuant to the Instrument of Adherence prior to the effectiveness of any such amendment, waiver, termination or modification, and (b) does not prevent the Holder from becoming a party thereto (except in the case that the Stockholders’ Agreement is wholly terminated without replacement) upon delivery of the Instrument of Adherence, and (iii) other than with respect to the amendment and restatement of the Stockholders’ Agreement contemplated by the New Stockholders’ Agreement, the Company shall promptly, and in no event more than five (5) business days after the date of such event, deliver to the Holder true and complete copies of any amendment, waiver, termination or modification of the Stockholders’ Agreement.

[Remainder of page left blank intentionally]

[Signature page follows]

IN WITNESS WHEREOF, the parties have caused this Warrant to Purchase Stock to be executed by their duly authorized representatives effective as of the Issue Date written above.

“COMPANY”

RADIUS HEALTH, INC.


By:

Name:
	(Print)
Title:


“HOLDER”

OXFORD FINANCE LLC


By:

Name:
	(Print)
Title:

APPENDIX 1

NOTICE OF EXERCISE

1. The undersigned Holder hereby exercises its right purchase shares of the Common Stock of RADIUS HEALTH, INC. (the “Company”) in accordance with the attached Warrant To Purchase Stock, and tenders payment of the aggregate Warrant Price for such shares as follows:

o check in the amount of $ payable to order of the Company enclosed herewith

o Wire transfer of immediately available funds to the Company’s account

o Cashless Exercise pursuant to Section 1.2 of the Warrant

o Other [Describe]

2. Please issue a certificate or certificates representing the Shares in the name specified below:


	Holder’s Name





	(Address)

3. By its execution below and for the benefit of the Company, Holder hereby restates each of the representations and warranties in Section 4 of the Warrant to Purchase Stock as of the date hereof.

		HOLDER:



		By:

		Name:

		Title:

		Date:

Appendix 1

APPENDIX 2

ASSIGNMENT

For value received, Oxford Finance LLC hereby sells, assigns and transfers unto

Name: [OXFORD TRANSFEREE]

Address:

Tax ID:

that certain Warrant to Purchase Stock issued by RADIUS HEALTH, INC. (the “Company”), on [Issue Date] (the “Warrant”) together with all rights, title and interest therein.

			OXFORD FINANCE LLC


			By:

			Name:

			Title:

Date:

By its execution below, and for the benefit of the Company, [OXFORD TRANSFEREE] makes each of the representations and warranties set forth in Article 4 of the Warrant and agrees to all other provisions of the Warrant as of the date hereof.

		[OXFORD TRANSFEREE]


		By:

		Name:

		Title:

Appendix 2

APPENDIX 3

Instrument of Adherence to
Fifth Amended and Restated
Stockholders’ Agreement
dated April 24, 2014

[ , 20 ]

The undersigned (the “New Stockholder Party”), in order to become the owner or holder of up to shares of Common Stock issuable upon exercise of that certain Warrant to Purchase Stock, dated , 2014, held by the undersigned as of the date hereof (the “Warrant”) and all other shares of the Corporation’s capital stock hereinafter acquired, hereby agrees that, from and after the date of exercise of the Warrant and the resulting issuance by the Corporation of any shares of capital stock of the Corporation to the New Stockholder Party, the undersigned has become a party to the Agreement in the capacities of a Stockholder and a Holder, and is subject to all of the obligations, restrictions and limitations set forth in, the Agreement that are applicable to the Stockholder and Holder parties thereunder and shall be deemed to have made all of the representations and warranties made by the Stockholder and Holder parties thereunder. This Instrument of Adherence shall take effect and shall become a part of the Agreement on the latest date of execution by both the New Stockholder Party and the Corporation.

Executed as of the date set forth above.

	Print Name:

	Signature:

Accepted:

RADIUS HEALTH, INC.

By:
	Name:
	Title:

Appendix 3

Annex D

Amended and Restated Exhibit H to Loan and Security Agreement

Form of Secured Promissory Note

[see attached]

SECURED PROMISSORY NOTE
(Term [A][B][C] Loan)

$	Dated: [DATE]

FOR VALUE RECEIVED, the undersigned, Radius Health, Inc., a Delaware corporation with offices located at 000 Xxxxxxxx, 0xx Xxxxx, Xxxxxxxxx, XX 00000 (“Borrower”) HEREBY PROMISES TO PAY to the order of [ ] (“Lender”) the principal amount of [ ] MILLION DOLLARS ($ ) or such lesser amount as shall equal the outstanding principal balance of the Term [A][B][C] Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of such Term [A][B][C] Loan, at the rates and in accordance with the terms of the Loan and Security Agreement dated May 30, 2014 by and among Borrower, Lender, Solar Capital Ltd., as Collateral Agent, and the other Lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). If not sooner paid, the entire principal amount and all accrued and unpaid interest hereunder shall be due and payable on the Maturity Date as set forth in the Loan Agreement. Any capitalized term not otherwise defined herein shall have the meaning attributed to such term in the Loan Agreement.

Principal, interest and all other amounts due with respect to the Term [A][B][C] Loan, are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement and this Secured Promissory Note (this “Note”). The principal amount of this Note and the interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note.

The Loan Agreement, among other things, (a) provides for the making of a secured Term [A][B][C] Loan by Lender to Borrower, and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events.

This Note may not be prepaid except as set forth in Section 2.2 (c) and Section 2.2(d) of the Loan Agreement.

This Note and the obligation of Borrower to repay the unpaid principal amount of the Term [A][B][C] Loan, interest on the Term [A][B][C] Loan and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement.

Presentment for payment, demand, notice of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived.

Borrower shall pay all fees and expenses, including, without limitation, attorneys’ fees and costs, incurred by Lender in the enforcement or attempt to enforce any of Borrower’s obligations hereunder not performed when due subject to the terms of the Loan Agreement.

This Note shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of New York.

The ownership of an interest in this Note shall be registered on a record of ownership maintained by Lender or its agent. Notwithstanding anything else in this Note to the contrary, the right to the principal of, and stated interest on, this Note may be transferred only if the transfer is registered on such record of ownership and the transferee is identified as the owner of an interest in the obligation. Borrower shall be entitled to treat the registered holder of this Note (as recorded on such record of ownership) as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in this Note on the part of any other person or entity.

[Balance of Page Intentionally Left Blank]

IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed by one of its officers thereunto duly authorized on the date hereof.

		BORROWER:

		Radius Health, Inc.


		By
		Name:
		Title:

LOAN AND PAYMENTS OF PRINCIPAL

Date	Principal Amount	Scheduled Payment Amount	Notation By

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Table of Contents

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

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