REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2021 • ProQR Therapeutics N.V. • Pharmaceutical preparations
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 29, 2021 by and among ProQR Therapeutics N.V., a company incorporated in the Netherlands (the “Company”), the “Pontifax Lenders” and the “Kreos Warrant Holders” identified in Schedule A attached hereto. Capitalized terms used herein have the respective meanings ascribed thereto in the Loan Agreement (as defined below) unless otherwise defined herein.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 30th, 2021 • ProQR Therapeutics N.V. • Pharmaceutical preparations • New York
THIS LOAN AND SECURITY AGREEMENT is made and dated as of July 14, 2020 and is entered into by and among ProQR Therapeutics N.V., a company incorporated in the Netherlands, ProQR Therapeutics Holding B.V., a company incorporated in the Netherlands and each of their Subsidiaries from time to time party hereto (collectively referred to as “Borrower” or “ProQR”), Pontifax Medison Finance (Israel) L.P., Pontifax Medison Finance (Cayman) L.P. (together, the “Pontifax Lenders”), Kreos Capital VI (UK) Limited, Kreos Capital 2020 Opportunity (UK) Limited (together, the “Kreos Lenders”) and the other financial institutions or entities from time to time parties to this Agreement as lenders (each a “Lender” and collectively, the “Lenders”) and Pontifax Medison Finance GP, L.P., in its capacity as administrative agent and collateral agent for itself and Lenders (in such capacity, “Agent”).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 30th, 2021 • ProQR Therapeutics N.V. • Pharmaceutical preparations • New York
This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of December 29, 2021 (this “Amendment”), is entered into by and among ProQR Therapeutics N.V., a company incorporated in the Netherlands, ProQR Therapeutics Holding B.V., a company incorporated in the Netherlands and each of their Subsidiaries party hereto (collectively referred to as “Borrower”), each of the lenders party to the Loan and Security Agreement (as defined below) as of the date hereof (the “Lenders”) and Pontifax Medison Finance GP, L.P., as administrative agent and collateral agent for itself and the Lenders (in such capacity, including any successor thereto, the “Agent”).
ORDINARY SHARES PURCHASE WARRANT ProQR Therapeutics N.V.ProQR Therapeutics N.V. • December 30th, 2021 • Pharmaceutical preparations
THIS ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [___] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time prior to the close of business on the fifth-year anniversary of [___] (such 5th anniversary, the “Termination Date”) but not thereafter, to subscribe for and purchase from ProQR Therapeutics N.V. (the “Company”), up to [___] ordinary shares (the “Warrant Shares”) under the exclusion of pre-emptive rights of the shareholders of the Company. The purchase price for each Warrant Share shall be equal to the Exercise Price as defined in Section 2(d).
