LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 16th, 2019 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • New York
THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of July 16, 2019 (the “Effective Date”) among Solar Capital Ltd., a Maryland corporation with an office located at 500 Park Avenue, 3rd Floor, New York, NY 10022 (“Solar”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and the lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Solar in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and Senseonics, Incorporated, a Delaware corporation, with offices located at 20451 Seneca Meadows Parkway, Germantown, MD 20876 and Senseonics Holdings, Inc., a Delaware corporation with offices located at 20451 Seneca Meadows Parkway, Germantown, MD 20876 (individually and collectively, jointly and severally, “Borrower”), provides the terms on which the Lenders shall lend
ContractSenseonics Holdings, Inc. • July 16th, 2019 • Industrial instruments for measurement, display, and control • New York
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 AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
CONSENT SOLICITATION SUPPORT AGREEMENTConsent Solicitation Support Agreement • July 16th, 2019 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • New York
CONSENT SOLICITATION SUPPORT AGREEMENT, dated as of July 16, 2019, by and among Senseonics Holdings, Inc. a Delaware corporation (the “Company”), and (i) each of the undersigned beneficial owners of (or investment managers or advisors for accounts or funds that beneficially own) Notes (as defined below), and (ii) each other beneficial owner of (or investment manager or advisor for accounts or funds that beneficially own) Notes that executes a counterpart signature page to this Agreement after the date of this Agreement as provided herein (together with their applicable transferees, successors and assigns, each a “Noteholder” and, collectively, the “Noteholders”).
