OTONOMY, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 5th, 2014 • Otonomy, Inc. • Pharmaceutical preparations • California
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of July 31, 2013, by and between Square 1 Bank (“Bank”) and Otonomy, Inc. (“Borrower”).
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR...Warrant Agreement • June 5th, 2014 • Otonomy, Inc. • Pharmaceutical preparations • Delaware
THIS CERTIFIES THAT, for value received, [ ], or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Otonomy, Inc., a Delaware corporation (the “Company”), Shares (as defined below), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Note and Warrant Purchase Agreement, dated as of [ ] , by and among the Company and the purchasers described therein (the “Purchase Agreement”). The holder of this Warrant is subject to certain restrictions set forth in the Purchase Agreement.
OTONOMY, INC. WARRANT TO PURCHASE CAPITAL STOCKWarrant Agreement • June 5th, 2014 • Otonomy, Inc. • Pharmaceutical preparations • California
This Warrant to Purchase Capital Stock (this “Warrant”) has been issued as part of a series of similar warrants (collectively, the “Warrants”) issued pursuant to that certain Note and Warrant Purchase Agreement, dated as of December [ ], 2008 (the “Agreement”), by and among the Company and the individuals and entities listed on the Schedule of Lenders attached thereto. Pursuant to the Agreement, the Company also issued to Holder a Secured Convertible Promissory Note, dated as of even date herewith (the “Note”), for the aggregate principal amount of $[ ] (the “Original Holder Principal Amount”).
ContractWarrant Agreement • June 5th, 2014 • Otonomy, Inc. • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 5th, 2014 • Otonomy, Inc. • Pharmaceutical preparations • Delaware
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 23, 2014 by and among OTONOMY, INC., a Delaware corporation (the “Company”), and the investors set forth on the Schedule of Investors attached hereto as Exhibit A (each, an “Investor” and collectively, the “Investors”).
