LIMITED WAIVER AGREEMENT
Execution Version
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”).
WHEREAS, the Borrower, the Guarantors (as defined in the Credit Agreement), the Lenders and the Administrative Agent are party to that certain Credit Agreement and Guaranty, dated as of March 17, 2022 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”). The Borrower has requested that the Administrative Agent and Lenders party hereto agree to waive non-compliance with certainprovisions of the Credit Agreement, and the Administrative Agent and the Lenders party hereto have agreed to such request, subject to the terms and conditions hereof.
WHEREAS, the Borrower has notified the Administrative Agent that it anticipates an Event of Default will occur under the Credit Agreement pursuant to Section 11.01(e) as a result of the Borrower’s expected failure to comply with Section 8.01(b) because the audit report and opinion of Xxxxx & Young LLP relating to the Borrower’s annual consolidated financials for the fiscalyear ending December31, 2022 is expected to include a “going concern” or like qualification or exception or emphasis of matter of going concern footnote (the “Subject Default”).
WHEREAS, the Borrowers have requested that the Administrative Agent and the Majority Lenders waive the Subject Defaultand the Administrative Agent and the MajorityLenders agreed to do so, subject to the terms and conditions hereof.
Accordingly, the parties heretoagree as follows:
SECTION 1 Definitions; Interpretation. All capitalized termsused in this Agreement (including in the recitals hereof) and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The rules of interpretation set forth in Section 1.03 of the Credit Agreementshall be applicable to this Agreement and are incorporated herein by this reference.
SECTION 2 Limited Waiver. Effective as of the date first set forth aboveand so long as no Default or Event of Default exists under the Credit Agreement as of the date first set above (other than the Subject Default), the Administrative Agent and the Majority Lenders hereby waive the Subject Default (the “Waived Provision”).
SECTION 3 Limitation of Waiver. The waiver set forth in Section 2, above, is specific as to content and time and is effectiveonly for the purposes set forth herein and shall be limitedprecisely as writtenand shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, (b) otherwise prejudice any right or remedy which the Lenders or Administrative Agent may now have or may have in the future under or in connection with any Loan Document or (c) constitute a waiver of any other current or future default or breach of any other terms in the Credit Agreementor any documents signed by any Obligorin favor of the Administrative Agent and/or the Lenders.
SECTION 4 Release. In consideration for the Lenders agreeing to waive the Subject Default, the Borrower (on behalfof itself and its Subsidiaries and Affiliates) and their successors-in-title, legal representatives and assignees and, to the extent the same is claimed by right of, through or under any Borrower for their past, present and future employees, agents, representatives, officers, directors, shareholders, and trustees (each,a “Releasing Party” and collectively, the “Releasing Parties”), does hereby remise, release and discharge, and shall be deemed to have forever remised, released and discharged, the Administrative Agent and the Lenders under the Credit Agreement, and the Administrative Agent’s and each such Lender’s respective successors-in-title, legal representatives and assignees, past, present and future officers, directors, members, managers, shareholders, trustees, agents, employees, consultants, experts, advisors, attorneys and other professionals, and all other persons and entities to whom any of the foregoing would be liable if such persons or entities were found to be liable to any Releasing Party, or any of them (collectively hereinafter the “Lender Parties”), from any and all manner of action and actions, cause andcauses of action,claims, charges, demands,counterclaims, suits, debts,dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, damages, judgments, expenses, executions, liens, claims of liens, claims of costs, penalties, attorneys’ fees, or any other compensation, recovery or relief on account of any liability, obligation, demand or cause of action of whatever nature, whether in law, equityor
otherwise (including without limitation thosearising under the Bankruptcy Code and interest or other carrying costs, penalties, legal, accounting and other professional fees and expenses, and incidental, consequential and punitive damages payable to third parties), whether known or unknown, fixed or contingent, joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may heretofore accrue against any of the Lender Parties, whether held in a personal or representative capacity, and which are based on any act, fact, event or omissionor other matter,cause or thing occurring at or from any time prior to and including the date hereof in any way, directly or indirectly arising out of, connected with or relating to this Amendmentor any other Loan Documentand the transactions contemplated thereby, and all other agreements, certificates, instruments and other documentsand statements (whetherwritten or oral) related to any of the foregoing.
SECTION 5 Miscellaneous.
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Execution Version
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of the date first above written.
THE BORROWER
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: VP Corporate Controller (Interim CFO)
THE ADMINISTRATIVE AGENT
OAKTREE FUND ADMINISTRATION, LLC
By: Oaktree CapitalManagement, L.P.
Its: Managing Member
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Managing Director
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
THE LENDERS
INPRS Strategic Credit Holdings,LLC
By:Oaktree Capital Management, L.P.
Its: Manager
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Managing Director
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
Oaktree AZ Strategic LendingFund, L.P.
By: Oaktree AZ Strategic Lending Fund GP, L.P.
Its: General Partner
By: Oaktree Fund GP IIA, LLC
Its: General Partner
By:Oaktree Fund XX XX, L.P.
Its: Managing Member
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Authorized Signatory
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
Oaktree Diversified Income Fund, Inc.
By:Oaktree Fund Advisors,LLC
Its: Investment Adviser
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Managing Director
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
Oaktree GCP Fund DelawareHoldings, L.P.
By: Oaktree Global Credit Plus Fund GP, L.P.
Its:General Partner
By: Oaktree Global CreditPlus Fund GP Ltd.
Its: General Partner
By:Oaktree Capital Management, L.P.
Its: Director
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Managing Director
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
Oaktree Gilead Investment Fund AIF (Delaware), L.P.
By: Oaktree Fund AIF Series,L.P. – Series T
Its: General Partner
By: Oaktree Fund GP AIF, LLC
Its: Managing Member
By:Oaktree Fund GP III, L.P.
Its: Managing Member
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Authorized Signatory
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
Oaktree LSL Fund Delaware Holdings EURRC, L.P.
By: Oaktree Life SciencesLending Fund GP, L.P.
Its: General Partner
By: Oaktree Life SciencesLending Fund GP Ltd.
Its: General Partner
By:Oaktree Capital Management, L.P.
Its: Director
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Managing Director
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
Oaktree LSL Fund Holdings EURRC S.à x.x.
00X, Xxxxxxxxx Xxxxx X-0000 Xxxxxxxxxx
RCS Luxembourg B269245
By /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Manager
By /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Manager
Oaktree PRE Life SciencesFund, L.P.
By: Oaktree Pre Life Sciences Fund GP, L.P.
Its: General Partner
By: Oaktree Fund GP IIA, LLC
Its: General Partner
By:Oaktree Fund XX XX, L.P.
Its: Managing Member
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Authorized Signatory
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
Oaktree Specialty Lending Corporation
By:Oaktree Fund Advisors,LLC
Its: Investment Advisor
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Managing Director
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
Oaktree Strategic Credit Fund
By:Oaktree Fund Advisors,LLC
Its: Investment Advisor
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Managing Director
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
Oaktree-Xxxxxxx Multi-Strategy, LLC
By:Oaktree Capital Management, L.P.
Its: Manager
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Managing Director
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
Oaktree-TBMR StrategicCredit Fund C, LLC
By:Oaktree Capital Management, L.P.
Its: Manager
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Managing Director
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
Oaktree-TBMR StrategicCredit Fund F, LLC
By:Oaktree Capital Management, L.P.
Its: Manager
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Managing Director
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
Oaktree-TBMR StrategicCredit Fund G, LLC
By:Oaktree Capital Management, L.P.
Its: Manager
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Managing Director
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
Oaktree-TCDRS StrategicCredit, LLC
By: Oaktree Capital Management, L.P.
Its: Manager
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Managing Director
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
Oaktree-TSE 16 Strategic Credit, LLC
By:Oaktree Capital Management, L.P.
Its: Manager
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Managing Director
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
OSCF Lending SPV, LLC
By: Oaktree Strategic CreditFund
Its: Managing Member
By: Oaktree Fund Advisors,LLC
Its: Investment Advisor
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Managing Director
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Managing Director