FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • February 14th, 2012 • Supernus Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ], 2012, by and between Supernus Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and [ ] (“Indemnitee”).
ContractSupernus Pharmaceuticals Inc • February 14th, 2012 • 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.
UNIT PURCHASE AGREEMENT dated as of December 14, 2011 by and between SUPERNUS PHARMACEUTICALS, INC., and ROYALTY OPPORTUNITIES S.àr.IUnit Purchase Agreement • February 14th, 2012 • Supernus Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Unit Purchase Agreement, dated as of December 14, 2011, is by and between SUPERNUS PHARMACEUTICALS, INC., a Delaware corporation (“Seller”) and ROYALTY OPPORTUNITIES S.àr.I, a Luxembourg société à responsabilité limitée (“Purchaser”).
SECURED PROMISSORY NOTE (Term B Loan)Supernus Pharmaceuticals Inc • February 14th, 2012 • Pharmaceutical preparations
FOR VALUE RECEIVED, the undersigned, SUPERNUS PHARMACEUTICALS, INC., a Delaware corporation with offices located at 1550 East Gude Drive, Rockville, Maryland 20850 (“Borrower”) HEREBY PROMISES TO PAY to the order of COMPASS HORIZON FUNDING COMPANY LLC (“Lender”) the principal amount of SEVEN MILLION DOLLARS ($7,000,000) or such lesser amount as shall equal the outstanding principal balance of the Term B Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of Term B Loan, at the rates and in accordance with the terms of the Loan and Security Agreement dated January 26, 2011, by and among Borrower, Lender, Oxford Finance LLC (successor in interest to Oxford Finance Corporation), as Collateral Agent and as a Lender, and the Lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, including by that certain First Amendment to Loan and Security Agreement dated as of December 30, 2011, the “Loan Agr
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 14th, 2012 • Supernus Pharmaceuticals Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of December 30, 2011, by and between OXFORD FINANCE LLC (successor in interest to Oxford Finance Corporation; “Oxford”), as collateral agent (in such capacity, the “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (defined below) or otherwise a party thereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and SUPERNUS PHARMACEUTICALS, INC., a Delaware corporation with offices located at 1550 East Gude Drive, Rockville, Maryland 20850 (“Borrower”).
