LOAN AGREEMENTLoan Agreement • February 14th, 2008 • Peplin Inc • Pharmaceutical preparations • New York
THIS LOAN AGREEMENT, dated as of 28 December, 2007 (as amended, restated, supplemented or otherwise modified from time to time (this “Agreement”)) is among GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), in its capacity as agent for Lenders (as defined below), together with its successors and assigns in such capacity, “Agent”), GECC, in its capacity as security trustee for Lenders (as defined below), together with its successors and assigns in such capacity, “Security Trustee”), GECC and the other financial institutions who are listed in Part 2 of Schedule A to this Agreement or hereafter become parties to this Agreement as lenders (collectively the “Lenders”, and each individually, a “Lender”), PEPLIN LIMITED (ACN 090 819 275), a corporation registered in Queensland, Australia, (“Borrower”), PEPLIN, INC. (“Parent”) and the other entities listed in Part 1 of Schedule A to this Agreement and the other entities or persons, if any, who hereafter become parties to this Agreement as guaranto
WARRANT TO PURCHASE [NUMBER OF WARRANT SHARES] SHARES OF COMMON STOCKPeplin Inc • February 14th, 2008 • Pharmaceutical preparations • New York
THIS CERTIFIES THAT, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [WARRANT HOLDER], or permitted assigns (“Holder”) is entitled to subscribe for and purchase from Peplin, Inc., a Delaware corporation (the “Company”), [NUMBER OF WARRANT SHARES] ([NUMBER]) shares (as such number may be adjusted as provided herein) of fully paid and nonassessable common stock, par value $0.001 per share (the “Common Stock”), of the 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 “Warrant Shares” shall mean the shares of Common Stock which Holder may acquire pursuant to this Warrant.
GENERAL ELECTRIC CAPITAL CORPORATION GUARANTY, PLEDGE AND SECURITY AGREEMENT among PEPLIN, INC., PEPLIN OPERATIONS USA, INC. and Each Other Guarantor From Time to Time Party Hereto and GENERAL ELECTRIC CAPITAL CORPORATION, as agent for Lenders Dated...Guaranty, Pledge and Security Agreement • February 14th, 2008 • Peplin Inc • Pharmaceutical preparations • New York
GUARANTY, PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of December 28, 2007, by PEPLIN, INC. (“Peplin”), PEPLIN OPERATIONS USA, INC. (“Peplin Operations”) and each of the other entities listed on the signature pages hereto or that becomes a party hereto pursuant to Section 5.5 (collectively, the “Guarantors”), in favor of General Electric Capital Corporation (“GECC”), in its capacity as agent for Lenders (defined below) (together with its successors and permitted assigns, the “Agent”).
