Attached files
file | filename |
---|---|
8-K - FORM 8-K - ARENA PHARMACEUTICALS INC | d281305d8k.htm |
EX-4.6 - FORM OF CERTIFICATE OF DESIGNATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK - ARENA PHARMACEUTICALS INC | d281305dex46.htm |
EX-4.5 - FORM OF SPECIMEN PREFERRED STOCK CERTIFICATE - ARENA PHARMACEUTICALS INC | d281305dex45.htm |
EX-5.1 - OPINION OF ARENA'S GENERAL COUNSEL - ARENA PHARMACEUTICALS INC | d281305dex51.htm |
EX-99.5 - PRESS RELEASE - ARENA PHARMACEUTICALS INC | d281305dex995.htm |
EX-99.3 - EXCHANGE AGREEMENT - ARENA PHARMACEUTICALS INC | d281305dex993.htm |
EX-99.1 - SECURITIES PURCHASE AGREEMENT - ARENA PHARMACEUTICALS INC | d281305dex991.htm |
EX-99.4 - FORM OF WARRANT TO PURCHASE COMMON STOCK OF ARENA - ARENA PHARMACEUTICALS INC | d281305dex994.htm |
Exhibit 99.2
THIRD AMENDMENT TO FACILITY AGREEMENT
THIRD AMENDMENT dated as of January 10 2012 (this Amendment) to the FACILITY AGREEMENT (the Agreement), dated as of June 17, 2009, as amended on August 5, 2010 and March 28, 2011, 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).
WITNESSETH:
WHEREAS, on July 6, 2009, the Borrower borrowed from the Lenders $100,000,000 pursuant to the Agreement;
WHEREAS, on the date hereof the Borrower and the Lenders have entered into a Securities Purchase Agreement (the SPA-2012), pursuant to which the Lenders have agreed to purchase from the Borrower, and the Borrower has agreed to issue and sell to the Lenders, shares of the Borrowers Common Stock and Preferred Stock; and
WHEREAS, the Borrower desires to prepay the Loan (as defined in the Agreement) in the aggregate amount of $5,000,000;
NOW, THEREFORE, in consideration of the mutual agreements set forth herein, the Lenders and the Borrower agree as follows:
1. Concurrently with the Closing (as defined in the SPA) the Borrower shall prepay the Loan in the amount of $5,000,000. Section 2.12(d) of the Agreement shall not apply to such prepayment.
2. Section 1.1 of the Agreement is amended to add a definition entitled SPA-2012 to read as follows:
SPA-2012 means that certain Securities Purchase Agreement, dated as of January 10, 2012, by and between Borrower and the Lenders.
3. Section 5.2 of the Agreement is amended to add thereto a subsection (f) to read as follows:
(f) The Borrower shall not, during the 30 day period following the closing of the SPA-2012, sell any Common Stock, Convertible Securities or options, other than in an Exempted Issuance.
4. Except as amended by this Amendment, the Agreement remains in full force and effect.
IN WITNESS WHEREOF, the undersigned Lenders and the Borrower have caused this Amendment to be duly executed as of the date first written above.
BORROWER: | LENDERS: | |||||||
ARENA PHARMACEUTICALS, INC. |
DEERFIELD PRIVATE DESIGN FUND, L.P. | |||||||
By: |
/s/ Robert E. Hoffman |
By: | Deerfield Capital, L.P., its General Partner | |||||
Name: |
Robert E. Hoffman |
|||||||
Title: |
Vice President, Finance and Chief Financial Officer |
By: |
J.E. Flynn Capital LLC, its General Partner | |||||
By: | /s/ David J. Clark | |||||||
Name: | David J. Clark | |||||||
Its: | Authorized Signatory | |||||||
DEERFIELD PRIVATE DESIGN INTERNATIONAL, L.P. | ||||||||
By: | Deerfield Capital, L.P., its General Partner | |||||||
By: | J.E. Flynn Capital LLC, its General Partner | |||||||
By: | /s/ David J. Clark | |||||||
Name: | David J. Clark | |||||||
Its: | Authorized Signatory | |||||||
DEERFIELD PARTNERS, L.P. | ||||||||
By: | Deerfield Capital, L.P., its General Partner | |||||||
By: | J.E. Flynn Capital LLC, its General Partner | |||||||
By: | /s/ David J. Clark | |||||||
Name: | David J. Clark | |||||||
Its: | Authorized Signatory | |||||||
DEERFIELD INTERNATIONAL LIMITED | ||||||||
By: | /s/ David J. Clark | |||||||
Name: | David J. Clark | |||||||
Its: | Authorized Signatory |
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DEERFIELD SPECIAL SITUATIONS FUND, L.P. | ||
By: | Deerfield Capital, L.P., its General Partner | |
By: | J.E. Flynn Capital LLC, its General Partner | |
By: | /s/ David J. Clark | |
Name: | David J. Clark | |
Its: | Authorized Signatory | |
DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED | ||
By: | /s/ David J. Clark | |
Name: | David J. Clark | |
Its: | Authorized Signatory |
3