SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 29th, 2011 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 28, 2011, is by and among Arena Pharmaceuticals, Inc. (the “Company”) and Deerfield Private Design Fund, L.P., Deerfield Private Design International, L.P., Deerfield Partners, L.P., Deerfield International Limited, Deerfield Special Situations Fund, L.P. and Deerfield Special Situations Fund International Limited (collectively the “Investors”).
EXCHANGE AGREEMENTExchange Agreement • March 29th, 2011 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • New York
EXCHANGE AGREEMENT (this “Agreement”), dated as of March 28, 2011, between Arena Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and Deerfield Private Design Fund, L.P., Deerfield Private Design International, L.P., Deerfield Partners, L.P., Deerfield International Limited, Deerfield Special Situations Fund, L.P. and Deerfield Special Situations Fund International Limited (collectively the “Investors”). Capitalized terms used but not defined herein shall have the meanings given to them in the Securities Purchase Agreement (as defined below).
SECOND AMENDMENT TO FACILITY AGREEMENTFacility Agreement • March 29th, 2011 • Arena Pharmaceuticals Inc • Pharmaceutical preparations
SECOND AMENDMENT dated as of March 28, 2011 (this “Amendment”) to the FACILITY AGREEMENT (the “Agreement”), dated as of June 17, 2009, as amended on August 5, 2010, between Arena Pharmaceuticals, Inc., a Delaware corporation (the “Borrower”), and those lenders set forth on the signature page hereof (individually, a “Lender” and together, the “Lenders” and, collectively with the Borrower, the “Parties”).
ContractRights Agreement • March 29th, 2011 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF OR OTHERWISE ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
