MERRIMACK PHARMACEUTICALS, INC. 5,000,000 Shares of Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • July 12th, 2013 • Merrimack Pharmaceuticals Inc • Pharmaceutical preparations • New York
Concurrently with the issuance of the Shares, the Company is offering, in an offering registered under the Securities Act (as defined below), by means of a prospectus supplement and related prospectus, and proposes to issue and sell to the several underwriters named in the underwriting agreement for such offering (the “Convertible Underwriters”), $125,000,000 aggregate principal amount of its 4.50% Convertible Senior Notes due 2020 (the “Firm Notes”) to be issued pursuant to the provisions of an Indenture to be dated as of July 17, 2013 (the “Base Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a First Supplemental Indenture to be dated as of the Closing Date (as defined herein) between the Company and the Trustee (as so supplemented, the “Indenture”). The Company also proposes to issue and sell to the several Convertible Underwriters
Amendment, Consent and WaiverLoan and Security Agreement • July 12th, 2013 • Merrimack Pharmaceuticals Inc • Pharmaceutical preparations
Pursuant to the Loan and Security Agreement, dated as of November 8, 2012 (the “Loan Agreement”) by and among Merrimack Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”), and Hercules Technology Growth Capital, Inc., a Maryland corporation (the “Lender”), the Corporation has agreed not to create, incur, assume or be or remain liable with respect to any Indebtedness, subject to certain exceptions, and has granted certain participation rights to the undersigned. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement.
