REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 22nd, 2019 • Ocular Therapeutix, Inc • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [·], 2019 by and among Ocular Therapeutix, Inc., a Delaware corporation (the “Company”), and the “Purchasers” named in that certain Note Purchase Agreement by and among the Company and the Purchasers dated as of February 21, 2019 (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
ContractNote Purchase Agreement • February 22nd, 2019 • Ocular Therapeutix, Inc • Pharmaceutical preparations • New York
THIS AGREEMENT AND THE INDEBTEDNESS, RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED, THE “SUBORDINATION AGREEMENT”) DATED AS OF FEBRUARY 21, 2019, AMONG THE COMPANY (AS DEFINED BELOW), PURCHASERS AND THE OTHER HOLDERS (AS DEFINED BELOW), AND MIDCAP FINANCIAL TRUST, AS ADMINISTRATIVE AGENT FOR THE LENDERS (AS DEFINED IN THE SUBORDINATION AGREEMENT); AND EACH CURRENT AND FUTURE PURCHASER THAT IS A PARTY TO THIS AGREEMENT, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
SUBORDINATION AGREEMENTSubordination Agreement • February 22nd, 2019 • Ocular Therapeutix, Inc • Pharmaceutical preparations • New York
THIS SUBORDINATION AGREEMENT (this “Agreement”) is entered into as of February 21, 2019, by and among CAP 1 LLC, a Delaware limited liability company (“Cap 1”), for itself and on behalf of each of the Purchasers and other Holders under (and each term as defined in) the Subordinated NPA (as hereinafter defined) (in such capacity. “Subordinated Agent”; Subordinated Agent, Purchasers and such other Holders, collectively, “Subordinated Creditors”), OCULAR THERAPEUTIX, INC., a Delaware corporation (“Borrower”), and MIDCAP FINANCIAL TRUST, a Delaware statutory trust, as agent (in such capacity, “Senior Agent”), for the holders from time to time of the “Senior Debt” (as hereinafter defined) (the “Lenders,”; Senior Agent and Lenders, collectively, the “Senior Lenders”).
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • February 22nd, 2019 • Ocular Therapeutix, Inc • Pharmaceutical preparations • Maryland
THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Agreement”) is dated as of February 21, 2019, by and among OCULAR THERAPEUTIX, INC., a Delaware corporation, (“Borrower”), MIDCAP FINANCIAL TRUST, a Delaware statutory trust, in its capacity as administrative agent (“Agent”) for the lenders under the Credit Agreement (as defined below) (“Lenders”), and the Lenders.
