LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 1st, 2010 • Pacira Pharmaceuticals, Inc. • New York
THIS LOAN AND SECURITY AGREEMENT, dated as of April 30, 2010 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is among GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), in its capacity as agent for Lenders (as defined below) (together with its successors and assigns in such capacity, “Agent”), the financial institutions who are or hereafter become parties to this Agreement as lenders (together with GECC, collectively the “Lenders”, and each individually, a “Lender”). PACIRA PHARMACEUTICALS INC., a California corporation (“Borrower”), and the other entities or persons, if any, who are or hereafter become parties to this Agreement as guarantors (each a “Guarantor” and collectively, the “Guarantors”, and together with Borrower, each a “Loan Party” and collectively, “Loan Parties”: provided that, for clarity, the foregoing terms do not include any VC Guarantor, as defined below).
PLEDGE AGREEMENTPledge Agreement • November 1st, 2010 • Pacira Pharmaceuticals, Inc.
This PLEDGE AGREEMENT, dated as of April 30, 2010 (together with all amendments, if any, from time to time hereto, this “Pledge Agreement”) by and among PACIRA PHARMACEUTICALS, INC., a California corporation (“Borrower”), PACIRA, INC., a Delaware corporation (“Parent”), and the other entities or persons identified on the signature pages of this Agreement (together with Borrower and Parent, collectively, “Pledgors”, and each, a “Pledgor”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, in its capacity as Agent for the Lenders (together with any successors, endorsees and assigns, “Agent”).
GUARANTYGuaranty • November 1st, 2010 • Pacira Pharmaceuticals, Inc.
This GUARANTY (this “Guaranty”), dated as of April 30, 2010, by and between PACIRA, INC, a Delaware corporation (“Guarantor”) and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, individually and as agent (in such capacity and together with any successors, endorsees and assigns, “Agent”) for itself and the lenders from time to time party to the Loan Agreement hereinafter defined (collectively, the “Lenders”).
BLUE ACQUISITION CORP. INVESTORS’ RIGHTS AGREEMENTRights Agreement • November 1st, 2010 • Pacira Pharmaceuticals, Inc. • California
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of March 23, 2007, by and among Blue Acquisition Corp., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and any Additional Purchaser (as defined in the Purchase Agreement referred to below) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 1st, 2010 • Pacira Pharmaceuticals, Inc. • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of April 30, 2010, is made by PACIRA PHARMACEUTICALS, INC., a California corporation (“Grantor”), in favor of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, in its capacity as agent (in such capacity, together with any successors, endorsees and assigns, the “Agent”) for itself and the lenders from time to time party to the Loan Agreement hereinafter defined (collectively, the “Lenders”).
FORM OF WARRANTPacira Pharmaceuticals, Inc. • November 1st, 2010 • California
THIS IS TO CERTIFY THAT, for value received as consideration for a Convertible Promissory Note (the “Note”), (the “Holder”), is entitled hereunder to purchase from Pacira, Inc., a Delaware corporation (the “Company”), at any time after the date hereof, but before 5:00 p.m., Pacific Standard Time, on January 21, 2014 (the “Expiration Time”), shares of the Company’s Common Stock at a cash price per share of $0.25 (collectively, the “Exercise Price”). To the extent not exercised before the Expiration Time, the Holder’s rights under this Warrant will become null and void at the Expiration Time. Capitalized terms used and not defined in f this Warrant shall have the meaning set forth in the Securities Purchase Agreement dated as of January 22, 2009 among the Company, the Holder and certain investors identified therein (the “Purchase Agreement”).
FORM OF WARRANTPacira Pharmaceuticals, Inc. • November 1st, 2010 • California
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 AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
TORREY PINES SCIENCE CENTER Industrial Real Estate Lease BETWEEN LANKFORD & ASSOCIATES, INC., A COLORADO CORPORATION as LANDLORD and DEPOTECH CORPORATION, A CALIFORNIA CORPORATION as TENANT December 8, 1994Torrey Pines Science Center • November 1st, 2010 • Pacira Pharmaceuticals, Inc. • California
Simultaneously with execution of this Work Letter Agreement (“Agreement”), the parties hereto, LANKFORD & ASSOCIATES, INC., a Colorado corporation, as “Landlord,” and DEPOTECH CORPORATION, a California corporation, as “Tenant,” are entering into that certain Torrey Pines Science Center Industrial Real Estate Lease (hereinafter called the “Lease”) to which this Agreement is attached. The purpose of this Agreement is to delineate the responsibilities of the Landlord and Tenant with respect to the design and construction of the Premises. Except as otherwise provided herein, the capitalized terms used in this Agreement shall have the same meaning as given to them in the Lease.
TORREY PINES SCIENCE PARK Industrial Real Estate Triple Net Lease BETWEEN EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, A New York corporation, AS LANDLORD AND DEPOTECH CORPORATION, a California corporation AS TENANTLease • November 1st, 2010 • Pacira Pharmaceuticals, Inc. • California
Subject to the terms and conditions of and compliance with the provisions of this Article XVI, Tenant shall have the option (the “Termination Option”) to terminate this Lease effective at any time after the seventh (7th) anniversary of the Execution Date, as follows:
STOCK OPTION AGREEMENT1Pacira Pharmaceuticals, Inc. • November 1st, 2010 • California
