AMENDMENT AND CONSENT AGREEMENT
Exhibit 10.1
AMENDMENT AND CONSENT AGREEMENT
This Amendment and Consent Agreement (this Agreement) is made as of January 29, 2013, by and among Aegerion Pharmaceuticals, Inc., a Delaware corporation (the Company), and certain holders of the Companys outstanding common stock, $0.001 par value per share, issued in connection with the conversion of the Companys Series A Convertible Preferred Stock, $0.001 par value per share (the Series A), and Series B Convertible Preferred Stock, $0.001 par value per share (the Series B and together with the Series A, the Preferred Stock).
Reference is hereby made to that certain Amended and Restated Investor Rights Agreement dated as of November 9, 2007, by and among the Company and the investors listed on Schedule I attached thereto (the Investors), as amended and in effect from time to time (the Investor Rights Agreement).
WHEREAS, Section 6.4 of the Investor Rights Agreement provides, among other things, that the Investor Rights Agreement may not be amended or modified, and no provision thereof may be waived, without the written consent of the Company and the holders of at least two-thirds of the Preferred Stock (the Required Supermajority); and
WHEREAS, the Company and the Investors representing the Required Supermajority agree that the amendment set forth below.
NOW, THEREFORE, the Company and the undersigned Investors, constituting the Required Supermajority, on behalf of all Investors, hereby consent to the following:
1. | The paragraph below is hereby added to the Investor Rights Agreement as Section 6.16. |
6.16 Termination. Notwithstanding anything to the contrary contained herein, this Investor Rights Agreement shall terminate in its entirety, and be of no further force or effect, on February 1, 2013.
2. | This Agreement may be executed in two or more counterparts, and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile or .pdf signatures. |
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IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date first written above.
COMPANY:
AEGERION PHARMACEUTICALS, INC. | ||
By: | /s/ Mark Fitzpatrick | |
Name: | Mark Fitzpatrick | |
Title: | Chief Financial Officer |
INVESTORS:
ADVENT HEALTHCARE AND LIFE SCIENCES III GP LIMITED PARTNERSHIP | ||
By: | AHLS III GP Limited Partnership, General Partner | |
By: | Advent International LLC, General Partner | |
By: | Advent International Corporation, Manager | |
By: | /s/ Jason S. Fisherman | |
Name: | Jason S. Fisherman | |
Title: | Attorney-in-Fact |
ADVENT HEALTHCARE AND LIFE SCIENCES III-A LIMITED PARTNERSHIP | ||
By: | AHLS III GP Limited Partnership, General Partner | |
By: | Advent International LLC, General Partner | |
By: | Advent International Corporation, Manager | |
By: | /s/ Jason S. Fisherman | |
Name: | Jason S. Fisherman | |
Title: | Attorney-in-Fact |
ADVENT PARTNERS HLS III LIMITED PARTNERSHIP | ||
By: | Advent International Corporation, General Partner | |
By: | /s/ Jason S. Fisherman | |
Name: | Jason S. Fisherman | |
Title: | Attorney-in-Fact |
[Signature Page to Amendment and Consent Agreement]
INDEX VENTURES III (JERSEY) L.P. | ||
INDEX VENTURES III (DELAWARE) L.P. | ||
INDEX VENTURES III PARALLEL ENTREPRENEUR FUND (JERSEY) L.P. | ||
By: | Index Venture Associates III Limited, General Partner | |
By: | /s/ N.T. Greenwood | |
Name: | N.T. Greenwood | |
Title: | Director |
ALTA BIOPHARMA PARTNERS III, L.P. | ||
ALTA BIOPHARMA PARTNERS III GMBH & CO. BETEILIGUNGS KG | ||
By: | Alta BioPharma Management III, LLC | |
By: | /s/ Hilary Strain | |
Name: | Hilary Strain | |
Title: | CFO |
ALTA EMBARCADERO BIOPHARMA PARTNERS III, LLC | ||
By: | /s/ Hilary Strain | |
Name: | Hilary Strain | |
Title: | CFO |
[Signature Page to Amendment and Consent Agreement]