LOAN AGREEMENTLoan Agreement • August 21st, 2014 • Emisphere Technologies Inc • Pharmaceutical preparations
This Loan Agreement (this “Agreement”) dated as of August 20, 2014 is entered into between EMISPHERE TECHNOLOGIES, INC., a Delaware corporation (the “Company”), MHR CAPITAL PARTNERS MASTER ACCOUNT LP, a limited partnership organized in Anguilla, British West Indies (“Master Account”), MHR CAPITAL PARTNERS (100) LP, a Delaware limited partnership (“Capital Partners (100)”), MHR INSTITUTIONAL PARTNERS II LP, a Delaware limited partnership (“Institutional Partners II”), and MHR INSTITUTIONAL PARTNERS IIA LP, a Delaware limited partnership (“Institutional Partners IIA” and, together with Master Account, Capital Partners (100) and Institutional Partners II, each, a “Lender” and collectively, the “Lenders”). The obligations under this Agreement are secured by a first priority security interest in substantially all assets of the Company pursuant to the Security Agreement and the other Security Documents. The parties hereto agree as follows:
ROYALTY AGREEMENTRoyalty Agreement • August 21st, 2014 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
THIS AGREEMENT (“Agreement”) effective as of August 20, 2014, between EMISPHERE TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Delaware (“Company”) and (i) MHR Capital Partners Master Account LP, a limited partnership organized in Anguilla, British West Indies (“Master Account”), (ii) MHR Capital Partners (100) LP, a Delaware limited partnership (“Capital Partners (100)”), (iii) MHR Institutional Partners II LP, a Delaware limited partnership (“Institutional Partners II”) and (iv) MHR Institutional Partners IIA LP, a Delaware limited partnership (“Institutional Partners IIA”). Each of Master Account, Capital Partners (100), Institutional Partners II and Institutional Partners IIA shall be referred to herein as a “MHR Fund” and collectively as the “MHR Funds”.
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT DATED AS OF AUGUST 20, 2014 AMONG EMISPHERE TECHNOLOGIES, INC., AS A GRANTOR AND EACH OTHER GRANTOR FROM TIME TO TIME PARTY HERETO AND MHR INSTITUTIONAL PARTNERS IIA LP, AS SECURED PARTY, ON BEHALF OF...Pledge and Security Agreement • August 21st, 2014 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
This AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of August 20, 2014, by Emisphere Technologies, Inc. (the “Company”), each Subsidiary of the Company that, on or after the Closing Date, has executed or executes an addendum hereto substantially in the form of Exhibit O (the Company together with such subsidiaries, the “Grantors”), and MHR Institutional Partners IIA LP, a Delaware limited partnership (together with its successors and permitted assigns, the “Secured Party”), on behalf of and for the benefit of the Lenders and the MHR Funds (as defined herein).
