EIGHTH AMENDMENT TO THE LOAN AND SECURITY AGREEMENT
THIS EIGHTH AMENDMENT TO THE LOAN AND SECURITY AGREEMENT (this Amendment) is made effective as of May 3, 2019 (the Eighth Amendment Date) by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (in its individual capacity, Oxford; and in its capacity as Collateral Agent, Collateral Agent), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) from time to time including Oxford in its capacity as a Lender (each a Lender and collectively, the Lenders) and REGULUS THERAPEUTICS INC., a Delaware corporation with offices located at 10628 Science Center Dr., Suite 100, San Diego, California 92121 (Borrower).
WHEREAS, Collateral Agent, Borrower and Lenders party thereto from time to time have entered into that certain Loan and Security Agreement, dated as of June 17, 2016 (as amended, supplemented or otherwise modified from time to time, the Loan Agreement), pursuant to which Lenders have provided to Borrower certain loans in accordance with the terms and conditions thereof; and
WHEREAS, Borrower, Lenders and Collateral Agent desire to amend certain provisions of the Loan Agreement as provided herein and subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower, Lenders and Collateral Agent hereby agree as follows:
| ||1. || |
Capitalized terms used herein but not otherwise defined shall have the respective meanings given to them in the Loan Agreement.
| ||2. || |
Section 2.5 of the Loan Agreement is hereby amended by deleting the word and immediately following Section 2.5(i), replacing . at the end of Section 2.5(i) with ; and adding the following Section 2.5(k) and Section 2.5 (l) thereto:
(j) Maturity Date Extension Fee. A fully earned and non-refundable maturity date extension fee in the amount of Six Hundred Fifty Thousand Dollars ($650,000), which shall become due and payable, if the Maturity Date becomes May 1, 2022, upon the earliest of: (i) the Maturity Date, (ii) the acceleration of any Term Loan, or (iii) the date on which the Term Loans are fully prepaid pursuant to Section 2.2(c) or (d); and
(k) Second I/O Extension Fee. A fully earned and non-refundable second interest only period extension fee in the amount of One Hundred and Fifteen Thousand Dollars ($115,000.00) which shall become due and payable upon the earlier of: (i) the Maturity Date, (ii) the acceleration of any Term Loan, or (iii) the prepayment of a Term Loan pursuant to Section 2.2(c) or (d); provided, however, in lieu of paying the aforementioned fee of One Hundred and Fifteen Thousand Dollars ($115,000.00), Borrower shall only be required to pay on the earliest date by which both Capital Event and Second Capital Event have occurred and also notify Collateral Agent of such payment on such date, a fully earned and non-refundable second interest only period extension fee in the amount of Thirty Five Thousand Dollars ($35,000.00).
| ||3. || |
Section 13.1 of the Loan Agreement is hereby amended by adding the following definitions thereto in alphabetical order:
Capital Event means the receipt by Borrower on or after the Eighth Amendment Date and on or before May 9, 2019, of unrestricted gross cash proceeds of not less than Ten Million Dollars ($10,000,000.00) from (i) the issuance and sale by Borrower of its unsecured subordinated convertible debt and/or equity