ContractWarrant Agreement • February 1st, 2012 • Tranzyme Inc • Pharmaceutical preparations • Delaware
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 TRANSFERREDUNLESS 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.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 1st, 2012 • Tranzyme Inc • Pharmaceutical preparations • New York
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of January 31, 2012 (the “Effective Date”) among (i) TRANZYME, INC., a Delaware corporation (“Tranzyme”), (ii) TRANZYME PHARMA INC., a Canadian corporation (“Tranzyme-Canada”) (Tranzyme and Tranzyme-Canada are referred to herein individually and collectively, jointly and severally, solidarily, as “Borrower”), (iii) HORIZON TECHNOLOGY FINANCE CORPORATION, a Delaware corporation, as successor-in-interest to COMPASS HORIZON FUNDING COMPANY LLC, a Delaware limited liability company, as a Lender (“Horizon”), (iv) OXFORD FINANCE LLC, a Delaware limited liability company (as successor in interest to Oxford Finance Corporation, a Delaware Corporation) (“Oxford”), as a Lender (Horizon, Oxford and each of the other “Lenders” from time to time a party hereto are referred to herein collectively as the “Lenders” and each individually as a “Lender”); and (v) Oxford , in its capacity as agent for the Lenders (in such ca
