GUARANTY AND SECURITY AGREEMENT Dated as of February 22, 2012 by HORIZON PHARMA USA, INC. and HORIZON PHARMA, INC., as the Borrowers, and EACH OTHER GRANTOR FROM TIME TO TIME PARTY HERETO in favor of CORTLAND CAPITAL MARKET SERVICES LLC, as AgentGuaranty and Security Agreement • March 1st, 2012 • Horizon Pharma, Inc. • Pharmaceutical preparations • New York
WHEREAS, pursuant to the Loan and Security Agreement dated as of February 22, 2012 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among the Borrowers, the Lenders and the Agent, the Lenders have severally agreed to make extensions of credit to the Borrowers upon the terms and subject to the conditions set forth therein;
HORIZON PHARMA, INC. AMENDMENT TO INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 1st, 2012 • Horizon Pharma, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDMENT TO INVESTORS’ RIGHTS AGREEMENT (this “Amendment”) is entered into as of February 22, 2012, by and among HORIZON PHARMA, INC., a Delaware corporation (the “Company”) and the Investors. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Investors’ Rights Agreement, dated as of April 1, 2010 (the “Investors’ Rights Agreement”).
LOAN AND SECURITY AGREEMENT Dated as of February 22, 2012 among HORIZON PHARMA USA, INC. and HORIZON PHARMA, INC. (as Borrowers), CORTLAND CAPITAL MARKET SERVICES LLC (as Administrative Agent) and The Other Lenders Party HeretoLoan and Security Agreement • March 1st, 2012 • Horizon Pharma, Inc. • Pharmaceutical preparations • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of February 22, 2012 (the “Effective Date”) by and among HORIZON PHARMA USA, INC., a Delaware corporation (formerly called HORIZON THERAPEUTICS, INC.) (“Horizon”) and HORIZON PHARMA, INC., a Delaware corporation (“Horizon Pharma” and together with Horizon, each a “Borrower” and, collectively, jointly and severally, the “Borrowers”), the Lenders listed on the signature pages hereto or otherwise party hereto from time to time, and CORTLAND CAPITAL MARKET SERVICES LLC, a Delaware limited liability company, with an office located at 225 West Washington Street, Suite 1450, Chicago, Illinois 60606 (“Cortland”), as administrative agent for the Lenders, or any successor administrative agent (in such capacity, the “Administrative Agent”), provides the terms on which the Lenders shall make, and Borrowers shall repay, the Credit Extensions (as hereinafter defined). The parties agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 1st, 2012 • Horizon Pharma, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 28, 2012, is made by and among HORIZON PHARMA, INC., a Delaware corporation (the “Company”), the Purchasers listed on Exhibit A hereto, together with their permitted transferees (each, a “Purchaser” and collectively, the “Purchasers”) and, solely with respect to Article 6 and Section 8.5, the warrant holders listed on Exhibit B hereto, together with their permitted transferees (each a “Warrant Holder” and collectively, the “Warrant Holders”).
HORIZON PHARMA, INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • March 1st, 2012 • Horizon Pharma, Inc. • Pharmaceutical preparations • New York
THIS CERTIFIES THAT, for value received, [ ], with its principal office at [ ], or permitted assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from Horizon Pharma, Inc., a Delaware corporation, with its principal office at 520 Lake Cook Road, Suite 520, Deerfield, Illinois 60015 (the “Company”) up to [ ] shares of the Common Stock of the Company (the “Common Stock”), subject to adjustment as provided herein. This Warrant is one of a series of Warrants being issued pursuant to the terms of the Securities Purchase Agreement, dated February 28, 2012, by and among the Company and the original Holder of this Warrant and the other parties named therein (the “Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.
