•] Shares Trupanion, Inc. Common Stock ($0.00001 Par Value Per Share) UNDERWRITING AGREEMENT July , 2014Underwriting Agreement • July 7th, 2014 • Trupanion Inc. • Hospital & medical service plans • New York
Trupanion, Inc., a Delaware corporation (the “Issuer”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom RBC Capital Markets, LLC, Barclays Capital Inc. and Stifel, Nicolaus & Company, Incorporated are acting as the representatives (“you” or the “Representatives”) an aggregate of [•] shares of the Issuer’s Common Stock, $0.00001 par value per share (the “Firm Securities”). The respective amounts of the Firm Securities to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Issuer also proposes to sell at the Underwriters’ option an aggregate of up to [•] additional shares of the Issuer’s Common Stock (the “Option Securities”), as set forth below.
ContractWarrant Agreement • July 7th, 2014 • Trupanion Inc. • Hospital & medical service plans • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 2, 2014 Among Trupanion, Inc. and Trupanion Managers, USA, Inc., as the Borrowers, and PEPI CAPITAL, L.P. as Agent and Lender and The Robert Wood Johnson Foundation, Jodi Lane LLC, Meryt43...Credit Agreement • July 7th, 2014 • Trupanion Inc. • Hospital & medical service plans • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the “Agreement”) is executed on the 2nd day of July, 2014, by and among TRUPANION, INC. and TRUPANION MANAGERS USA, INC. (each a “Borrower” and collectively, “Borrowers”) and PEPI CAPITAL, L.P. (“Original Lender”), HIGHLAND CONSUMER FUND I LIMITED PARTNERSHIP, HIGHLAND CONSUMER FUND 1-B LIMITED PARTNERSHIP and HIGHLAND CONSUMER ENTREPRENEURS FUND I LIMITED PARTNERSHIP (each an “Additional Lender” and collectively the “Additional Lenders”) and the ROBERT WOOD JOHNSON FOUNDATION, a New Jersey non-profit corporation (“RWJF”), JODI LANE LLC (“Jodi Lane”), and MERYT43 LLC (“Meryt”, together with RWJF and Jodi Lane the “Funding Lenders”) (the Funding Lenders, together with the Additional Lenders and Original Lender, the “Lenders”).
