NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUBJECT TO SECTION 6 BELOW, AND EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT, NO SALE OR DISPOSITION...Warrant Agreement • July 11th, 2013 • Biodelivery Sciences International Inc • Pharmaceutical preparations • Delaware
THIS CERTIFIES THAT, for value received, MIDCAP FINANCIAL SBIC, LP, a Delaware limited partnership (“Holder”) is entitled to subscribe for and purchase Three Hundred Fifty-Seven Thousand Three Hundred Fifty-Six (357,356) shares of fully paid and nonassessable shares of Common Stock of BIODELIVERY SCIENCES INTERNATIONAL, INC., a Delaware corporation (“Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Common Stock” shall mean Company’s presently authorized common stock, $.001 par value per share, and any security into which such Common Stock may hereafter be converted or exchanged, and the term “Warrant Shares” shall mean the shares of Common Stock which Holder may acquire pursuant to this Warrant and any other security into which such shares of Common Stock may hereafter be converted or exchanged. This Warrant is being executed and delivered pursuant to the terms of a Cre
CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • July 11th, 2013 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York
THIS CREDIT AND SECURITY AGREEMENT (this “Agreement”), dated as of July 5, 2013 (the “Closing Date”) by and among MIDCAP FINANCIAL SBIC, LP, a Delaware limited partnership (“MidCap”), as administrative agent (“Agent”), the Lenders listed on the Credit Facility Schedule attached hereto and otherwise party hereto from time to time (each a “Lender”, and collectively the “Lenders”), BIODELIVERY SCIENCES INTERNATIONAL, INC., a Delaware corporation (“BDSI”), ARIUS PHARMACEUTICALS, INC., a Delaware corporation (“API”), ARIUS TWO, INC., a Delaware corporation (“Arius Two” and, together with BDSI, API and any other entity that becomes a party hereto in accordance with the terms of this Agreement, collectively and in the singular, “Borrower”), provides the terms on which Lenders agree to lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
