SUBSIDIARY GUARANTEESubsidiary Guarantee • August 16th, 2019 • Apollo Endosurgery, Inc. • Surgical & medical instruments & apparatus • New York
SUBSIDIARY GUARANTEE, dated as of August 7, 2019 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Apollo Endosurgery, Inc., a Delaware corporation (the “Company”) and the Purchasers.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 16th, 2019 • Apollo Endosurgery, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 7, 2019, between Apollo Endosurgery, Inc. a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
NEITHER THIS SECURITY NOR THE COMMON STOCK INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Apollo Endosurgery, Inc. • August 16th, 2019 • Surgical & medical instruments & apparatus • New York
THIS 6.0% CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 6.0% Convertible Debentures of Apollo Endosurgery, Inc., a Delaware corporation (the “Company”), having its principal place of business at 1120 South Capital of Texas Highway Building 1, Suite 300, Austin, TX 78746, designated as its 6.0% Convertible Debenture due August 12, 2024 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 16th, 2019 • Apollo Endosurgery, Inc. • Surgical & medical instruments & apparatus
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 12, 2019, between Apollo Endosurgery, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 16th, 2019 • Apollo Endosurgery, Inc. • Surgical & medical instruments & apparatus
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of August 7, 2019 (the “Amendment Effective Date”), is made by and among Apollo Endosurgery, Inc., a Delaware corporation (“Parent”), Apollo Endosurgery US, Inc., a Delaware corporation (“Apollo Endo”), Apollo Endosurgery International LLC, a Delaware limited liability company (“Apollo International”), Lpath Therapeutics Inc., a Delaware corporation (“Lpath”; together with Parent, Apollo Endo and Apollo International, individually and collectively, jointly and severally, “Borrower”), Solar Capital Ltd., a Maryland corporation (“Solar”), in its capacity 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 of the Loan and Security Agreement (as defined below) or otherwise a party hereto from time to time including Solar in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”).
