SECURITY AGREEMENT among OREXIGEN THERAPEUTICS, INC., as Issuer, and THE GUARANTORS PARTY HERETO FROM TIME TO TIME, as Guarantors and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent Dated as of March [ ], 2016Security Agreement • March 15th, 2016 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • New York
This SECURITY AGREEMENT, dated as of March [ ], 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, including by one or more Joinder Agreements, or otherwise, this “Agreement”), is made by and among Orexigen Therapeutics, Inc., a Delaware corporation (“Issuer”), and the Subsidiaries of Issuer from time to time party hereto by execution of a Joinder Agreement (the “Guarantors”), as pledgors, assignors and debtors (Issuer, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), and U.S. Bank National Association, a national banking association, solely in its capacity as collateral agent pursuant to the Indenture, as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).
OREXIGEN THERAPEUTICS, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent INDENTURE Dated as of March [●], 2016 0% Convertible Senior Secured Notes due 2020Indenture • March 15th, 2016 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE dated as of March [●], 2016 between OREXIGEN THERAPEUTICS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (in such capacity, the “Trustee,” as more fully set forth in Section 1.01), collateral agent (in such capacity, the “Collateral Agent,” as more fully set forth in Section 1.01) Note Registrar, Paying Agent and Conversion Agent.
FORM OF WARRANTWarrant Agreement • March 15th, 2016 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS CERTIFIES THAT, for value received, , with its principal office at , or assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from Orexigen Therapeutics, Inc., a Delaware corporation, with its principal office at 3344 N. Torrey Pines Ct., Suite 200, La Jolla California, 92037 (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 March 15, 2016, 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.
INVESTOR RIGHTS AGREEMENT BY AND AMONG OREXIGEN THERAPEUTICS, INC., BAUPOST GROUP SECURITIES, L.L.C., AND THE OTHER INVESTORS PARTY HERETO DATED AS OF MARCH 15, 2016Investor Rights Agreement • March 15th, 2016 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • New York
This INVESTOR RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of March 15, 2016, is made by and among:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 15th, 2016 • Orexigen Therapeutics, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 15, 2016, is made by and among OREXIGEN THERAPEUTICS, INC., a Delaware corporation (the “Company”), and the Purchasers listed on Exhibit A hereto, together with their permitted transferees (each, a “Purchaser” and collectively, the “Purchasers”).
