FIRST AMENDMENT TO LOAN AGREEMENT AND GUARANTY

Exhibit 4.24

EXECUTION VERSION

CONFIDENTIAL

This First Amendment to Loan Agreement and Guaranty (this “Amendment”) is made as of December 22, 2022, by and between Mesoblast Limited ACN 109 431 870, an Australian listed public company (“Parent”), Mesoblast UK Limited, a company incorporated in England and Wales with registered number 07596260 whose registered address is 0 Xxx Xxxxxx Xxxxxx, Xxxxxx, XX0X 0XX, XX (“Mesoblast UK” and together with Parent, the “Guarantors”), Mesoblast, Inc., a Delaware corporation (“Mesoblast USA”), Mesoblast International Sàrl, a limited liability company organized under the laws of Switzerland (“Mesoblast SUI”) and each of Parent’s Subsidiaries that delivers a Joinder Agreement pursuant to Section 7.13 of the Agreement (together with Mesoblast USA and Mesoblast SUI, collectively referred to as the “Borrowers” and each, a “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”) and OAKTREE FUND ADMINISTRATION, LLC, a Delaware limited liability company, in its capacity as administrative agent and collateral agent for itself and the Lender (in such capacity, the “Agent”).

WHEREAS, the Borrowers, the Guarantors, the Agent and the Lenders party thereto previously entered into that certain Loan Agreement and Guaranty, dated as of November 19, 2021 (the “Existing Loan Agreement”, and as further amended by this Amendment, the “Loan Agreement”); and

WHEREAS, the Borrowers, the Guarantors, the Agent and the Lenders have agreed to amend the Existing Loan Agreement on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, for and in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, each of the Borrowers, the Guarantors, the Agent and the Lenders party hereto hereby covenants and agrees as follows:

1.Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Existing Loan Agreement.

2.Amendments. Subject to the satisfaction of the conditions precedent specified in Section 5 hereof, on the First Amendment Effective Date, the Loan Agreement is hereby amended as follows:

(a)The reference to “December 31, 2022” in Section 2.2(a)(ii) of the Existing Loan Agreement shall be replaced with “[*]”.

(b)The reference to “December 31, 2022” in Section 2.2(a)(iii) of the Existing Loan Agreement shall be replaced with “September 30, 2023”.

3.Warrants.

(a)As consideration for the execution of this Amendment, each Lender shall receive a warrant for its pro rata share of rights to purchase an aggregate of 455,000 American Depositary Shares of the Parent with an exercise price of $3.70, evidenced by an instrument substantially in the form of Exhibit D to the Loan Agreement (the “First Amendment Warrants”).

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(b)As promptly as possible and in any event within sixty (60) days of the First Amendment Effective Date (as may be extended by Agent in its reasonable discretion); provided that Agent promptly delivers all required allocations of the Lenders as reasonably requested by the Parent, the Parent shall deliver to Agent:

(i)a prospectus for the First Amendment Warrants lodged by the Parent with the Australian Securities and Investments Commission in accordance with Part 6D.2 of the Australian Corporations Act 2001 (Cth); and

(ii)executed copies of the First Amendment Warrants and a Registration Rights Agreement (substantially in the form of the Registration Rights Agreement made as of January 7, 2022, by and among the Parent and the purchasers identified on Schedule A thereto), which will comprise the application form for the First Amendment Warrants which must be included in or be accompanied by, the prospectus, and, subject to Section 3(c), the holders of First Amendment Warrants will be given a holding statement to reflect the issuance of the First Amendment Warrants.

(c)As soon as reasonably practicable after the Parent has complied with its obligations under Section 3(b), the Lenders must return to the Parent executed counterparts of the Agreements referred to in Section 3(b)(ii), which the Lenders acknowledge and agree will be a pre-condition to the issue of the First Amendment Warrants.

(d)If the issue of the First Amendment Warrants would be likely to exceed the capacity of the Parent to issue equity securities under ASX Listing Rule 7.1, the obligations of the Parent to issue and any agreement between the parties to issue the First Amendment Warrants are conditional for the purposes of Exception 17 in ASX Listing Rule 7.2 on the Parent’s shareholders approving the issue of the First Amendment Warrants under ASX Listing Rule 7.1 before the issue is made.

(e)Notwithstanding anything in Section 3(d), failure to comply with the delivery requirements in Section 3(b) shall constitute an immediate Event of Default under the Loan Agreement.

4.Reaffirmation of Loan Documents. Each of the Borrowers and the Guarantors in their respective capacities under the Existing Loan Agreement and as Grantors under the Security Documents, hereby (i) consents to the execution, delivery and performance of this Amendment and agrees that each of the Loan Documents is, and shall continue to be, in full force and effect and is hereby in all respects ratified and confirmed on the First Amendment Effective Date, except that, on and after the First Amendment Effective Date, each reference to “Loan Agreement”, “this Agreement”, “thereunder”, “thereof” or words of like import shall, unless the context otherwise requires, mean and be a reference to the Existing Loan Agreement as amended by this Amendment and (ii) confirms that the Security Documents to which each of the Loan Parties is a party and all of the Collateral described therein do, and shall continue to, secure the payment in full and performance of all of the Secured Obligations.

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5.Conditions Precedent to Effectiveness. This Amendment shall not be effective unless and until each of the following conditions precedent has been fulfilled to the satisfaction of the Agent (the date of such fulfillment, the “First Amendment Effective Date”):

(a)This Amendment shall have been duly executed and delivered to the Agent by the Loan Parties, the Agent, and the Required Lenders;

(b)The Loan Parties shall have paid all reasonable and documented costs, fees and expenses of the Agent and the Lenders, including, without limitation, the reasonable and documented fees and reasonable and documented out-of-pocket expenses of Xxxxxxxx & Xxxxxxxx LLP and DLA Piper Australia, as outside counsel to Agent and the Lenders, incurred through the First Amendment Effective Date;

(c)[*], the representations and warranties in Section 6 of this Amendment, Section 5 of the Loan Agreement and elsewhere in the Loan Documents shall be true, correct and complete in all material respects (unless such representations are already qualified by reference to materiality, Material Adverse Effect or similar language, in which case such representations and warranties shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date; and

(d)At the time of and after giving effect to this Amendment, (i) no fact or condition exists that could (or could, with the passage of time, the giving of notice, or both) constitute an Event of Default and (ii) no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing.

(e)The Agent shall have received, in form and substance satisfactory to the Agent:

(i)certified copies of the constitutional documents and the bylaws, as amended through the First Amendment Effective Date, of each Loan Party;

(ii)a certificate of good standing (or foreign equivalent or insolvency search, as applicable) for each Loan Party from its jurisdiction of organization and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified could have a Material Adverse Effect;

(iii)certified copies of resolutions (or, in the case of Parent, an extract thereof) of each of the Loan Parties’ respective Boards of Directors (and shareholder with respect to Mesoblast UK and quotaholder with respect to Mesoblast SUI) evidencing (i) approval of this Amendment and other transactions evidenced by this Amendment and the Amendment Documents; (ii) authorizing the issuance of the First Amendment Warrants; (iii) authorizing a specified person or persons to execute this Amendment and the Amendment Documents; and (iv) (with respect to Parent and Mesoblast UK) (A) including a statement of corporate benefit; (B) acknowledging that the Board of Directors are acting for a proper purpose and that this Amendment and the Amendment Documents are in the best interests of that Loan Party and for its commercial benefit; and (C) acknowledging that the relevant Loan Party was solvent and there were reasonable grounds to expect that the relevant Loan Party would continue

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to be solvent after executing this Amendment and complying with its obligations under the Amendment Documents and the other Loan Documents;

(iv)a legal opinion of the Loan Parties’ U.S. counsel dated as of the Amendment Effective Date; and

(v)a perfection certificate and disclosure letter supplement, dated as of the Amendment Effective Date, and signed by an officer of Parent, in form and substance satisfactory to the Agent.

6.Representations and Warranties. Each Loan Party hereby represents and warrants:

(a)The execution, delivery and performance by such Loan Party of this Amendment and the documents, instruments and agreements executed in connection herewith (collectively, the “Amendment Documents”), such Loan Party’s consummation of the transactions contemplated by the Amendment Documents and performance under the Amendment Documents do not and will not (i) conflict with any of its organizational, constitutional or constituent documents; (ii) contravene, conflict with, constitute a default under or violate any Law except as would not reasonably be expected to have a Material Adverse Effect; (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which it or any of its property or assets may be bound or affected except as would not reasonably be expected to have a Material Adverse Effect; (iv) require any action by, filing, registration, or qualification with, or approval of, any Governmental Authority (except such approval which has already been obtained and is in full force and effect, or the filing of any UCC financing statement) except where the failure to do so would not reasonably be expected to have a Material Adverse Effect; or (v) constitute a default under or conflict with any Material Agreement that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

(b)This Amendment and the other Amendment Documents have been duly authorized, executed and delivered by each Loan Party and constitute legal, valid and binding agreements of each Loan Party, enforceable in accordance with their terms (subject, as to enforcement, to (x) the effect of applicable bankruptcy, insolvency, examinership or similar laws affecting the enforcement or creditors’ rights and (y) general principles of equity).

(c)The execution, delivery and performance by each Loan Party of the Amendment and the other Amendment Documents executed or to be executed by it is in each case within such Loan Party’s powers.

7.Release.

(a)In consideration of this Amendment and agreements of the Agent and the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Borrowers and the Guarantors (collectively, the “Releasing Parties”), each on behalf of itself and its Subsidiaries and its and their respective successors, assigns and other legal representatives hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the Agent, the Lenders and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors,

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officers, attorneys, employees, agents and other representatives, in each case solely in their capacities relative to the Lenders and not in any other capacity such party may have relative to the Releasing Parties (the Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which the Borrowers, the Guarantors or any of their respective successors, assigns or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the First Amendment Effective Date, for or on account of, or in relation to, or in any way in connection with the Loan Agreement or any of the other Loan Documents or transactions thereunder (any of the foregoing, a “Claim” and collectively, the “Claims”). Each Releasing Party expressly acknowledges and agrees, with respect to the Claims, that it waives, to the fullest extent permitted by applicable law, any and all provisions, rights and benefits conferred by any applicable U.S. federal or state law, or any principle of U.S. common law, that would otherwise limit a release or discharge of any unknown Claims pursuant to this Section 7. Furthermore, each of the Releasing Parties hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released and/or discharged by the Releasing Parties pursuant to this Section 7. The foregoing release, covenant and waivers of this Section 7 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment or prepayment of any of the Loans, or the termination of the Loan Agreement, this Amendment, any other Loan Document or any provision hereof or thereof.

(b)Each Releasing Party understands, acknowledges and agrees that its release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

(c)Each Releasing Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

8.Fees and Expenses. The Loan Parties agree to pay on demand all reasonable and documented fees, costs and expenses of the Agent and the Lenders accrued prior to the First Amendment Date and all reasonable and documented fees, costs and expenses of the Agent and the Lenders incurred in connection with the preparation, execution and delivery of (i) this Amendment, (ii) any Amendment Documents, other Loan Documents or other post-closing amendments, agreements, arrangements or documentation, including the First Amendment Warrants and the Registration Rights Agreement and (iii) any other instruments and documents to be delivered hereunder or thereunder, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of Xxxxxxxx & Xxxxxxxx LLP and DLA Piper Australia, as outside counsel to Agent and the Lenders, with respect thereto.

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9.Miscellaneous.

(a)Except as otherwise expressly provided herein, all provisions of the Loan Agreement and the other Loan Documents remain in full force and effect. This Amendment shall constitute a Loan Document.

(b)This Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. An executed facsimile or electronic copy of this Amendment shall be effective for all purposes as an original hereof.

(c)This Amendment expresses the entire understanding of the parties with respect to the amendments contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof.

(d)This Amendment and the rights and obligations of the parties hereunder shall be governed by, and construed and enforced in accordance with, the law of the State of New York, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction.

(e)Save to the extent expressly provided for in any Loan Document to the contrary, all judicial proceedings (to the extent that the reference requirement of Section 9(f) is not applicable) arising in or under or related to this Amendment may be brought in any state or federal court located in the State of New York. By execution and delivery of this Amendment, each party hereto generally and unconditionally: (a) consents to nonexclusive personal jurisdiction in New York County, State of New York; (b) waives any objection as to jurisdiction or venue in New York County, State of New York; (c) agrees not to assert any defense based on lack of jurisdiction or venue in the aforesaid courts; and (d) irrevocably agrees to be bound by any judgment rendered thereby in connection with this Amendment. Service of process on any party hereto in any action arising out of or relating to this Amendment shall be effective if given in accordance with the requirements for notice set forth in Section 11.2 of the Loan Agreement, and shall be deemed effective and received as set forth in Section 11.2 of the Loan Agreement. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of either party to bring proceedings in the courts of any other jurisdiction.

(f)Because disputes arising in connection with complex financial transactions are most quickly and economically resolved by an experienced and expert Person and the parties wish applicable state and federal laws to apply (rather than arbitration rules), the parties desire that their disputes be resolved by a judge applying such applicable laws. EACH OF THE LOAN PARTIES, AGENT AND XXXXXX SPECIFICALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER CLAIM (COLLECTIVELY, “CLAIMS”) ASSERTED BY THE LOAN PARTIES AGAINST AGENT, LENDER OR THEIR RESPECTIVE ASSIGNEE OR BY AGENT, LENDER OR THEIR RESPECTIVE ASSIGNEE AGAINST ANY LOAN PARTY. This waiver extends to all such Claims, including Claims that involve Persons other than Agent, the Loan Parties and Lender; Claims that arise out of or are in any way connected to the relationship among the Loan Parties, Agent and Lender; and

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any Claims for damages, breach of contract, tort, specific performance, or any equitable or legal relief of any kind, arising out of this Agreement or any other Loan Document.

(g)This Amendment and its contents shall be subject to the indemnification and severability provisions of the Existing Loan Agreement, mutatis mutandis.

[SIGNATURE PAGES FOLLOW]

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[Signature Page to the First Amendment to Loan Agreement and Guaranty]

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IN WITNESS WHEREOF, the parties have hereunto caused this Amendment to be executed as of the date first above written.

BORROWERS:

MESOBLAST INC.

By:
Name:
Title:

MESOBLAST INTERNATIONAL SÀRL

Place and Date

GUARANTORS:

MESOBLAST UK LIMITED

By:
Name:
Title

[Signature Page to the First Amendment to Loan Agreement and Guaranty]

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Executed by Mesoblast Limited in
accordance with Section 127 of the
Corporations Act 2001 (Cth)



Signature of director						Signature of director/company secretary
						(Please delete as applicable)
Signature of director (print)						Signature of director/company secretary (print)

[Signature Page to the First Amendment to Loan Agreement and Guaranty]

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OAKTREE FUND ADMINISTRATION, LLC, as Agent

By: Oaktree Capital Management, L.P.
Its: Managing Member

By:
Name:
Title:

[Signature Page to the First Amendment to Loan Agreement and Guaranty]

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LENDERS:

SC INVESTMENTS E HOLDINGS, LLC, as Lender

By: Oaktree Fund GP IIA, LLC
Its: Manager

By: Oaktree Fund XX XX, L.P.
Its: Managing Member

By:
Name:
Title:

[Signature Page to the First Amendment to Loan Agreement and Guaranty]

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SC INVESTMENTS NE HOLDINGS, LLC, as Lender

By: Oaktree Fund GP IIA, LLC
Its: Manager

By: Oaktree Fund XX XX, L.P.
Its: Managing Member

By:
Name:
Title:

[Signature Page to the First Amendment to Loan Agreement and Guaranty]

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OAKTREE GILEAD INVESTMENT FUND AIF (DELAWARE), L.P., as Lender

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:
Name:
Title:

[Signature Page to the First Amendment to Loan Agreement and Guaranty]

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OAKTREE DIVERSIFIED INCOME FUND, INC., as Lender

By: Oaktree Fund Advisors, LLC

Its: Investment Advisor

By:
Name:
Title:

[Signature Page to the First Amendment to Loan Agreement and Guaranty]

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OAKTREE STRATEGIC INCOME II, INC., as Lender

By: Oaktree Fund Advisors, LLC

Its: Investment Adviser

By:
Name:
Title:

[Signature Page to the First Amendment to Loan Agreement and Guaranty]

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OAKTREE SPECIALTY LENDING CORPORATION, as Lender

By: Oaktree Fund Advisors, LLC

Its: Investment Adviser

By:
Name:
Title:

[Signature Page to the First Amendment to Loan Agreement and Guaranty]

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OAKTREE LSL FUND HOLDINGS EURRC
S.À X.X., as Lender

By:
Name:
Title: Manager

[Signature Page to the First Amendment to Loan Agreement and Guaranty]

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OAKTREE AZ STRATEGIC LENDING FUND, L.P., as Lender

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:
Name:
Title:

[Signature Page to the First Amendment to Loan Agreement and Guaranty]

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OAKTREE STRATEGIC CREDIT FUND, as Lender

By: Oaktree Fund Advisors, LLC

Its: Investment Adviser

By:
Name:
Title:

[Signature Page to the First Amendment to Loan Agreement and Guaranty]

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OAKTREE LSL FUND DELAWARE HOLDINGS EURRC, L.P., as Lender

By: Oaktree Life Sciences Lending Fund GP, L.P.

Its: General Partner

By: Oaktree Life Sciences Lending Fund GP Ltd.

Its: General Partner

By: Oaktree Capital Management, L.P.

Its: Director

By:
Name:
Title:

[Signature Page to the First Amendment to Loan Agreement and Guaranty]

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FIRST AMENDMENT TO LOAN AGREEMENT AND GUARANTY

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