COMMON STOCK PURCHASE WARRANT ALIMERA SCIENCES, INC.Alimera Sciences Inc • March 27th, 2023 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time upon or after the earlier of (i) immediately prior to a Change of Control and (ii) March 24, 2024 (the “Initial Exercise Date”) and on or prior to the earlier of (a) 5:00 p.m. (New York City time) on March 24, 2030 and (b) a Change in Control (the “Termination Date”) but not thereafter, to subscribe for and purchase from Alimera Sciences, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to reduction and adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
18,000,000 SHARES ALIMERA SCIENCES, INC. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • August 11th, 2016 • Alimera Sciences Inc • Pharmaceutical preparations • New York
ALIMERA SCIENCES, INC. $35,000,000 SALES AGREEMENTSales Agreement • September 22nd, 2014 • Alimera Sciences Inc • Pharmaceutical preparations • New York
Alimera Sciences, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
PURCHASE AGREEMENTPurchase Agreement • October 25th, 2019 • Alimera Sciences Inc • Pharmaceutical preparations • Delaware
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of October 24, 2019 (the “Execution Date”), is entered into by and between ALIMERA SCIENCES, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined herein are defined in Section 1 hereof.
Insert Number of Shares] ALIMERA SCIENCES, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 6th, 2010 • Alimera Sciences Inc • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2019 • Alimera Sciences Inc • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 24, 2019, is entered into by and between ALIMERA SCIENCES, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
ContractWarrant Agreement • November 4th, 2016 • Alimera Sciences Inc • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 11th, 2023 • Alimera Sciences Inc • Pharmaceutical preparations • New York
THIS SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of May 17, 2023 (the “Sixth Amendment Effective Date”), by and among SLR Investment Corp., a Maryland corporation (formerly known as Solar Capital LTD.) (“SLR”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), the lenders party hereto including SLR in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and Alimera Sciences, Inc., a Delaware corporation (“Borrower”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 28th, 2014 • Alimera Sciences Inc • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 27, 2014, by and among Alimera Sciences, Inc., a Delaware corporation with headquarters located at 6120 Windward Parkway, Suite 290, Alpharetta, GA 30005 (the “Company”), and the investors listed on the Schedule of Investors attached hereto as Exhibit A (individually, an “Investor” and collectively, the “Investors”).
ContractAlimera Sciences Inc • August 2nd, 2023 • Pharmaceutical preparations • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT WITH ALIMERA SCIENCES, INC.Employment Agreement • October 30th, 2009 • Alimera Sciences Inc • Pharmaceutical preparations • Georgia
This Amended and Restated Employment Agreement (this “Employment Agreement”) entered into between Alimera Sciences, Inc., a Delaware corporation (the “Company”), and Susan Caballa (“Executive”), as of the latest date set forth on the signature page hereto.
EMPLOYMENT AGREEMENT WITHEmployment Agreement • December 12th, 2023 • Alimera Sciences Inc • Pharmaceutical preparations
This Amended and Restated Employment Agreement (this “Agreement”) is entered into between Alimera Sciences, Inc., a Delaware corporation (the “Company”), and Richard S. Eiswirth, Jr. (“Executive”), as of December 11, 2023 (the “Effective Date”).
Working Capital Line of Credit) LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 18th, 2010 • Alimera Sciences Inc • Pharmaceutical preparations • Georgia
This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 14, 2010 (the “Effective Date”) is between SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 with a loan production office located at 3353 Peachtree Road, NE, Suite M-10, Atlanta, Georgia 30326 and ALIMERA SCIENCES, INC., a Delaware corporation (“Borrower”), with its principal place of business at 6120 Windward Parkway, Suite 290, Alpharetta, Georgia 30005, and provides the terms on which Bank shall lend to Borrower, and Borrower shall repay Bank. The parties agree as follows:
ALIMERA SCIENCES, INC. WARRANT TO PURCHASE SHARES OF SERIES A PREFERRED STOCKPurchase Agreement • October 2nd, 2012 • Alimera Sciences Inc • Pharmaceutical preparations • Delaware
Pursuant to the terms of that certain Securities Purchase Agreement (as may be amended or restated from time to time, the “Purchase Agreement”) dated as of July 17, 2012, among Alimera Sciences, Inc., a Delaware corporation (the “Company”), the Holder (as defined below) and certain other investors, for consideration, the receipt and sufficiency of which is hereby acknowledged, this Warrant (this “Warrant”) is issued to Palo Alto Healthcare Master Fund II, L.P., a Cayman Islands limited partnership, or its assigns (the “Holder”) by the Company. Capitalized terms not defined herein shall have the meanings set forth in the Purchase Agreement.
ALIMERA SCIENCES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • July 1st, 2008 • Alimera Sciences Inc • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Alimera Sciences, Inc. a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 28th, 2014 • Alimera Sciences Inc • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 26, 2014, is by and among Alimera Sciences, Inc. (the “Company”) and Deerfield Private Design Fund II, L.P., Deerfield Private Design International II, L.P., Deerfield Private Design Fund III, L.P., Deerfield Special Situations Fund, L.P. and Deerfield Special Situations Fund International Master Fund, L.P. (collectively the “Investors”).
EMPLOYMENT AGREEMENT WITH ALIMERA SCIENCES, INC.Employment Agreement • July 1st, 2008 • Alimera Sciences Inc • Georgia
This is an Employment Agreement entered into between Alimera Sciences, Inc., a Delaware corporation (the “Company”), and Richard S. Eiswirth Jr. (“Executive”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 18th, 2010 • Alimera Sciences Inc • Pharmaceutical preparations • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 14, 2010 (the “Effective Date”) among MIDCAP FUNDING III, LLC, a Delaware limited liability company, with an office located at 7735 Old Georgetown Road, Suite 400, Bethesda, Maryland 20814 (“MidCap”), and the other Lenders party hereto from time to time including without limitation, MidCap, and SILICON VALLEY BANK, a California corporation and with a loan production office located at 3353 Peachtree Road, NE, Suite M-10, Atlanta, GA 30326 (“SVB”), SVB in its capacity as agent for the Lenders (the “Agent”), SVB and MidCap in their capacity as joint lead arrangers (in such capacity, the “Arrangers”), and ALIMERA SCIENCES, INC. , a Delaware corporation (“Borrower”) provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
UNCONDITIONAL GUARANTYUnconditional Guaranty • August 11th, 2014 • Alimera Sciences Inc • Pharmaceutical preparations • New York
This continuing Unconditional Guaranty (“Guaranty”) is entered into as of April 24, 2014, by ALIMERA SCIENCES B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, having its corporate seat in Amsterdam, The Netherlands with registered address at Naritaweg 165, 1043 BW Amsterdam, The Netherlands and registered with the Dutch Commercial Register under number 56645775 (“Guarantor”), in favor of HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Agent”).
UNCONDITIONAL GUARANTYUnconditional Guaranty • August 14th, 2013 • Alimera Sciences Inc • Pharmaceutical preparations • New York
This continuing Unconditional Guaranty (“Guaranty”) is entered into as of May 7, 2013, by AS C.V., a limited partnership formed under the laws of the Netherlands (“Guarantor”), in favor of SILICON VALLEY BANK, a California corporation (“Bank”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 27th, 2023 • Alimera Sciences Inc • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 24, 2023, by and among Alimera Sciences, Inc., a Delaware corporation (the “Company”), and the purchasers set forth on Schedule 1 hereto (each, a “Purchaser”, and collectively, the “Purchasers”), and shall become effective as of the Closing Date (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 27th, 2023 • Alimera Sciences Inc • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (as may be amended or restated, this “Agreement”) is dated as of March 24, 2023, between Alimera Sciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser”, and collectively, the “Purchasers”).
ContractAlimera Sciences Inc • October 18th, 2010 • Pharmaceutical preparations • Delaware
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.
CONFIDENTIAL TREATMENT REQUESTED LICENSE AND OPTION AGREEMENT between EMORY UNIVERSITY and ALIMERA SCIENCES, INC. for TRIPHENYLMETHANE COMPOUNDSLicense and Option Agreement • April 16th, 2010 • Alimera Sciences Inc • Pharmaceutical preparations • Georgia
THIS LICENSE AND OPTION AGREEMENT is made and entered into as of the 31st day of August, 2009, (hereinafter referred to as the “Effective Date”) by and between EMORY UNIVERSITY, a nonprofit Georgia corporation with offices located at 1599 Clifton Road NE, 4th Floor, Atlanta, Georgia 30322 (hereinafter referred to as “EMORY”) and Alimera Sciences, Inc., a Delaware corporation having a principal place of business located at 6120 Windward Parkway, Suite 290, Alpharetta, Georgia 30024 (hereinafter referred to as “ALIMERA”).
CONFIDENTIAL TREATMENT REQUESTED Option AgreementConfidential Treatment Requested • August 19th, 2008 • Alimera Sciences Inc • Pharmaceutical preparations • Georgia
This Option Agreement (the “AGREEMENT”) is made and entered into by and between EMORY UNIVERSITY, a nonprofit Georgia corporation with offices located at 1599 Clifton Road, 4th Floor, Atlanta, Georgia 30322 (hereinafter referred to as “EMORY”) and Alimera Sciences, Inc., a Delaware corporation having a principal place of business located at 6120 Windward Parkway, Suite 290, Alpharetta, Georgia 30024 (hereinafter referred to as “COMPANY”).
ALIMERA SCIENCES, INC. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT March 17, 2008Rights Agreement • December 23rd, 2009 • Alimera Sciences Inc • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of this 17th day of March, 2008, by and among Alimera Sciences, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series A Preferred Stock (the “Series A Stock”) listed on Exhibit A attached hereto (the “Series A Investors”), the holders of the Company’s Series B Preferred Stock (the “Series B Stock”) listed on Exhibit B attached hereto (the “Series B Investors”), the holders of the Company’s Series C Preferred Stock (the “Series C Stock”) listed on Exhibit C attached hereto (the “Series C Investors”), those holders of the Company’s Common Stock listed on Exhibit D attached hereto (the “Common Holders”), and those holders of stock purchase warrants (the “Warrants”) to purchase shares of the Company’s Common Stock listed on Exhibit E attached hereto (the “Warrant Holders”). The Series A Stock, the Series B Stock and the Series C Stock, together shall be referred to h
CONFIDENTIAL TREATMENT REQUESTED ASSET PURCHASE AGREEMENT BETWEEN BAUSCH & LOMB INCORPORATED AND ALIMERA SCIENCES, INC. DATED DECEMBER 20, 2006Asset Purchase Agreement • April 16th, 2010 • Alimera Sciences Inc • Pharmaceutical preparations
This Asset Purchase Agreement, dated as of December 20, 2006, is by and between Alimera Sciences, Inc., a Delaware corporation (“Seller”) and Bausch & Lomb Incorporated, a New York corporation (“Buyer”).
CONFIDENTIAL TREATMENT REQUESTED LICENSE AND OPTION AGREEMENT between EMORY UNIVERSITY and ALIMERA SCIENCES, INC.Confidential Treatment Requested • April 16th, 2010 • Alimera Sciences Inc • Pharmaceutical preparations • Georgia
THIS LICENSE AND OPTION AGREEMENT is made and entered into as of the 16th day of July, 2009, (hereinafter referred to as the “Effective Date”) by and between EMORY UNIVERSITY, a nonprofit Georgia corporation with offices located at 1599 Clifton Road NE, 4th Floor, Atlanta, Georgia 30322 (hereinafter referred to as “EMORY”) and Alimera Sciences, Inc., a Delaware corporation having a principal place of business located at 6120 Windward Parkway, Suite 290, Alpharetta, Georgia 30024 (hereinafter referred to as “ALIMERA”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 14th, 2021 • Alimera Sciences Inc • Pharmaceutical preparations • Delaware
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of April 14, 2021, by and between Ocumension Therapeutics, incorporated in the Cayman Islands with limited liability (“Investor”), and Alimera Sciences, Inc., a Delaware corporation (the “Company”).
ALIMERA SCIENCES, INC. $25,000,000 COMMON STOCK SALES AGREEMENTAlimera Sciences Inc • October 20th, 2017 • Pharmaceutical preparations • New York
OMNIBUS AMENDMENTOmnibus Amendment • December 23rd, 2009 • Alimera Sciences Inc • Pharmaceutical preparations • Delaware
THIS OMNIBUS AMENDMENT (the “Agreement”) is made and entered into as of August 25, 2009 between Alimera Sciences, Inc., a Delaware corporation (the “Company”) and each person or entity identified as a “Stockholder” on the signature pages hereto (each a “Stockholder” and collectively, the “Stockholders”).
Alimera Sciences, Inc. 2010 Equity Incentive PlanAlimera Sciences Inc • April 6th, 2010 • Pharmaceutical preparations
Manufacturing Services AgreementManufacturing Services Agreement • August 14th, 2012 • Alimera Sciences Inc • Pharmaceutical preparations
This Manufacturing Services Agreement (“Agreement”) is entered into this 2nd day of March 2012 (the “Effective Date”) by and between Alimera Sciences, Inc. having its place of business at 6120 Windward Parkway, Suite 290, Alpharetta, Georgia 30005 (“Customer” or “Alimera”) and Flextronics Medical Sales and Marketing, Ltd, having its place of business at Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius (“Flextronics”).
ContractAlimera Sciences Inc • May 17th, 2011 • Pharmaceutical preparations • Delaware
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.
AMENDED AND RESTATED COLLABORATION AGREEMENT BY AND BETWEEN PSIVIDA, INC. (f/k/a CONTROL DELIVERY SYSTEMS, INC.) AND ALIMERA SCIENCES, INC. DATED AS OF MARCH 14, 2008Collaboration Agreement • April 16th, 2010 • Alimera Sciences Inc • Pharmaceutical preparations • Georgia
* Certain information has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions.
