SEC Filing | Impel Pharmaceuticals Inc.

IMPEL PHARMACEUTICALS INC.

Date: August 21, 2023

/s/ Adrian Adams

Adrian Adams

Chief Executive Officer

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8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 21, 2023

IMPEL PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40353

26-3058238

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

201 Elliott Avenue West, Suite 260
Seattle, WA

98119

(Address of principal executive offices)

(Zip Code)

(206) 568-1466

(Registrant’s telephone number, including area code)

Impel NeuroPharma, Inc.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 Par Value Per Share

IMPL

The Nasdaq Stock Market LLC
 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Credit Agreement and Revenue Interest Financing Agreement

On August 21, 2023, Impel Pharmaceuticals Inc. (the “Company”) entered into an amendment (the “Amendment”) to its senior secured loan agreement dated March 17, 2022 (as amended by the Amendment, the “Oaktree Credit Agreement") with Oaktree Fund Administration, LLC as administrative agent, and the lenders party thereto (collectively, “Oaktree”) and the Revenue Interest Financing Agreement dated March 17, 2022 with Oaktree and the purchasers party thereto (the “Purchasers”) (the “ RIF Agreement”). Pursuant to the Amendment, (i) Oaktree agreed to advance $3.0 million of Tranche A-2 term loans under the Oaktree Credit Agreement and (ii) the Company and the Purchasers agreed to exchange $9.0 million of obligations owed to the Purchasers under the RIF Agreement for $9.0 million of Tranche A-2 term loans under the Oaktree Credit Agreement (the “Exchanged RIF Obligations”). The Amendment also provides for certain modifications to the existing covenants in the Oaktree Credit Agreement and increases interest rate on outstanding loans to SOFR + 10.75%.

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, attached as Exhibit 10.1 hereto and incorporated by reference in its entirety.

Item 8.01 Other Events.

On August 21, 2023, the Company agreed upon a non-binding term sheet (the “Term Sheet”) with Oaktree and certain existing stockholders of the Company for further amendments to the Oaktree Credit Agreement, subject to negotiation of definitive documents by August 28, 2023. Pursuant to the Term Sheet, subject to the terms and conditions set forth therein, the Oaktree Credit Agreement is expected to be amended to provide for (i) a first lien tranche A in an aggregate amount of $100.0 million, replacing the outstanding principal amount under the existing Oaktree Credit Agreement, the Exchanged RIF Obligations, the remaining obligations under the RIF Agreement, and a forbearance fee payable in kind, and (ii) a first lien tranche B in an aggregate amount of $20.0 million in new money investment provided by Oaktree and certain existing stockholders of the Company. Interest on both tranches would be payable in kind and accrue at SOFR + 10.75%. The first lien tranche B will be entitled to a 2x multiple on invested capital (“MOIC”). The Term Sheet provides that the $3.0 million of Tranche A-2 Term Loans funded pursuant to the Amendment as described above shall be converted into a portion of the tranche B to be provided by Oaktree upon execution of definitive documentation.

Further, the Term Sheet provides for the tranche B lenders to receive warrants to purchase the Company’s common stock having an aggregate warrant coverage equal to 19.99% of the outstanding shares and an exercise price of $0.01 per share. The Term Sheet also provides for certain modifications to the existing covenants in the Oaktree Credit Agreement, including additional reporting obligations, revenue covenants and additional milestones, as well as the establishment of an employee retention plan and a management incentive pool reserving a portion of the net proceeds of any sale of the Company to certain executives.

The Term Sheet also provides for the proposed amendment to include a forbearance with respect to the Company’s existing liquidity default under the Oaktree Credit Agreement until December 31, 2023.

The Term Sheet is not a binding agreement. Consummation of the transactions described therein is subject, among other conditions, to negotiation and execution of definitive documentation by all the parties. The Term Sheet was approved by a special committee of independent directors of the Company’s board of directors.

Cautionary Statement Regarding Forward-Looking Statements

This filing contains “forward-looking” statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the proposed and expected terms described in the Term Sheet and the Company’s ability to finalize an amendment to the Oaktree Credit Agreement. Forward-looking statements can be identified by words such as: “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect” or the negative or plural of these words or similar expressions. These statements are subject to numerous risks and uncertainties that could cause actual results and events to differ materially from those anticipated by the forward-looking statements. Important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, risk factors described in the Company’s filings with the SEC, the outcome of the Company’s negotiations with Oaktree regarding definitive documents to amend the Oaktree Credit Agreement, the Company’s ability to explore strategic alternatives, and the risk of the initiation of bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code by the Company. The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this report, except as required by applicable law or regulation.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description
10.1		Amendment to Oaktree Credit Agreement and RIF Agreement dated August 21, 2023

104		Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EX-10.1

EXECUTION VERSION

Exhibit 10.1

FIRST AMENDMENT TO Credit agreement AND guaranty AND REVENUE INTEREST FINANCING AGREEMENT

This Amendment to Credit Agreement and Guaranty and Revenue Interest Financing Agreement (this “Amendment”) is made as of August 21, 2023, by and among IMPEL PHARMACEUTICALS INC., a Delaware corporation, as borrower (“Borrower”), the Lenders party to the Credit Agreement (as defined below) (in their capacities as such, the “Lenders”), the Purchasers party to the Revenue Interest Financing Agreement (as defined below) (in their capacities as such, the “Purchasers”), OAKTREE FUND ADMINISTRATION, LLC, in its separate capacities as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as administrative agent under the Revenue Interest Financing Agreement (in such capacity, the “RIFA Agent”).

WHEREAS, the Borrower, the Administrative Agent and the Lenders party thereto previously entered into that certain Credit Agreement and Guaranty, dated as of March 17, 2022 (including the exhibits and other attachments thereto, as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”, and as further amended by this Amendment, the “Credit Agreement”);

WHEREAS, Borrower, Purchasers and the RIFA Agent are parties to the Revenue Interest Financing Agreement, dated as of March 17, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Revenue Interest Financing Agreement”);

WHEREAS, the Borrower has advised the Agent that the Borrower is in breach of Section 10.01 of the Credit Agreement from and after July 19, 2023 (the “Default Date”), as a result of which an Event of Default has occurred and is continuing pursuant to Section 11.01(d) of the Credit Agreement (the “Specified Default”) as of the Default Date;

WHEREAS, upon an Event of Default the Majority Lenders may instruct the Administrative Agent may take certain remedies upon such Event of Default;

WHEREAS, the Borrower has requested, and certain of the Lenders have agreed (without waiving the Specified Default), to provide new Tranche A-2 Term Loans in an aggregate principal amount equal to $12,000,000, of which (i) $3,000,000 shall consist of new money term loans and (ii) $9,000,000 shall be made to the Lenders constituting Purchasers on a cashless basis pursuant to an exchange whereby each such Lender, in its capacity as Purchaser, shall contribute certain of its claims in respect of the Obligations outstanding under the Revenue Interest Financing Agreement (the “RIFA Obligations”) in exchange for the Borrower issuing to it such Purchaser’s Proportionate Share (as defined in the Revenue Interest Financing Agreement) of Tranche A-2 Term Loans, as set forth in Section 3 below;

WHEREAS, the consummation of the exchange contemplated by Section 3 hereof is a condition precedent to the Lenders’ willingness to provide the new money Tranche A-2 Term Loans and the other amendments contemplated hereby; and

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WHEREAS, the Borrower, the Administrative Agent and the Lenders have agreed to amend the Existing Credit Agreement, and the Borrower, the RIF Agent and the Purchasers have agreed to amend the Revenue Interest Financing Agreement, in each case, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, for and in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, each of the Borrower, the Administrative Agent, the Lenders party hereto, the RIFA Agent and the Purchasers party hereto hereby covenants and agrees as follows:

Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Existing Credit Agreement.

Amendments. Subject to the satisfaction of the conditions precedent specified in Section 5 hereof, on the First Amendment Effective Date, the Existing Credit Agreement shall be amended as set forth on Exhibit A to this Amendment.

(a)

Language inserted into the applicable section of the Existing Credit Agreement is evidenced by bold and underline formatting (indicated textually in the same manner as the following example: double underlined text). Language deleted from the applicable section of the Credit Agreement is evidenced by strike-through formatting (indicated textually in the same manner as the following example: stricken text);

(b)

Schedule 1 to the Existing Credit Agreement is hereby amended and restated in its entirety as set forth on Exhibit B hereto; and

(c)

Except the extent specifically set forth in Exhibit A or in Exhibit B, the Exhibits and Schedules to the Credit Agreement are not amended or modified hereby in any respect.

It is agreed that no conforming revisions have been made to the other Loan Documents, and, to the extent that there other revisions to the Loan Documents necessitated by this Agreement, the parties hereto agree to cooperate and make reasonable revisions to such other Loan Documents to reflect the agreements contained in this Amendment. Any references to the Credit Agreement in the other Loan Documents shall mean the Credit Agreement as amended by this Agreement.

Exchange.

(a)

Subject to the satisfaction of the conditions precedent specified in Section 6 hereof, on the First Amendment Effective Date, each of the Purchasers shall receive Tranche A-2 Term Loans in a principal amount equal to such Purchaser’s Proportionate Share (as defined in the Revenue Interest Financing Agreement) of $9,000,000.

(b)

Upon receipt by each Purchaser of such Tranche A-2 Term Loans, each Purchaser shall be deemed to have automatically contributed to the Borrower its Proportionate

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Share (as defined in the Revenue Interest Financing Agreement) of the Exchanged RIFA Obligations in exchange for such Tranche A-2 Term Loans, and upon such contribution the Exchanged RIFA Obligations shall be deemed discharged in full. The “Exchanged RIFA Obligations” means a portion of the RIFA Obligations corresponding to $9,000,000 of the Purchase Price (as defined in the Revenue Interest Financing Agreement) in the aggregate.

(c)

The Borrower agrees that the Exchanged RIFA Obligations shall be reinstated with full force and effect if at any time on or after the First Amendment Effective Date the exchange contemplated by this Section 3 or all or any portion of the Tranche A-2 Term Loans issued to the Purchasers pursuant to this Section 3 are voided, rescinded, disallowed or held not to be valid and enforceable first priority secured claims in any way, including in connection the Borrower’s insolvency, bankruptcy, reorganization or otherwise, all as if the transactions contemplated by this Amendment had not occurred.

(d)

The Revenue Interest Financing Agreement shall be deemed amended as may be necessary to give effect to the contribution and discharge of the Exchanged RIFA Obligations pursuant to this Section 3. This Amendment shall not impair, affect or limit in any way the remaining Obligations under the Revenue Interest Financing Agreement (other than the Exchanged RIFA Obligations). The Borrower, in its capacity as “Company” under the Revenue Interest Financing Agreement, agrees and acknowledges that after giving effect hereto, there shall remain outstanding Obligations corresponding to $41,000,000 of Purchase Price (as defined in the Revenue Interest Financing Agreement).

(e)

The exchange contemplated by this Section 3 shall not reduce the amount payable by the Borrower to the Purchasers pursuant to the Revenue Interest Financing Agreement for the fiscal quarter ending June 30, 2023 or any other amounts accrued and otherwise payable under the Revenue Interest Financing Agreement on or prior to the First Amendment Effective Date.

Specified Default. For the avoidance of doubt, nothing contained in this Amendment is intended, or shall be deemed or construed, to (i) constitute a waiver of the Specified Default or any existing or future Defaults or Events of Default (including any Event of Default arising from the Specified Default) or compliance with any term or provision of the Loan Documents or at law or in equity, (ii) establish a custom or course of dealing between the Borrower, on the one hand, and the Administrative Agent and/or any Lenders, on the other hand, or (iii) waive, alter or impair the obligations or any of the rights or remedies of the Administrative Agent or the Lenders under the Loan Documents, at law or in equity. The Administrative Agent and the Lenders expressly reserve all of their rights, powers, privileges and remedies under the Credit Agreement, the other Loan Documents, applicable law or otherwise with respect to any Default or Event of Default (including the Specified Default) now existing or hereafter arising under the Credit Agreement or any of the other Loan Documents, including (as applicable): (i) the right to declare the commitments to be terminated, (ii) the right to demand immediate full payment of all Obligations owing under the Credit Agreement and the other Loan Documents, (iii) the right to demand default

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interest and (iv) the right to enforce any remedies in respect of assets subject to a security interest in favor of the Administrative Agent, including applying any cash collateral to repay any outstanding Obligations. The failure of the Administrative Agent or any Lender to exercise any such rights, powers, privileges and remedies is not intended, and shall not be construed, to be a waiver of any such Default or Event of Default (including the Specified Default). The Administrative Agent and Lenders may elect to exercise any or all of their rights, at their sole option, at any time hereafter, without the necessity of any further notice, demand or other action on the part of the Administrative Agent or Lenders. To the extent that the Credit Agreement or any other Loan Document prohibits, restricts or limits the use of or reliance on any “basket” by any of the Obligors or any of their respective Subsidiaries upon the occurrence and during the continuance of a Default or Event of Default, or includes any other limitation, restriction or prohibition on certain actions or inactions that may be taken or omitted or otherwise acquiesced to by or on behalf of the Borrower or any other Loan Party pursuant to the Credit Agreement or any other Loan Document, then such prohibition, restriction or limitation shall continue to apply, and nothing herein shall be construed as permitting the Obligors or any of their Subsidiaries to take any action that is not permitted to be taken, or have any right not allowed, upon the occurrence and during the continuance of a Default or Event of Default pursuant to the terms of the Loan Documents.

Reaffirmation of Loan Documents. The Borrower, as Grantor under the Security Documents, hereby (i) agrees that each of the Loan Documents is, and shall continue to be, in full force and effect and is hereby in all respects ratified and confirmed on the First Amendment Effective Date, except that, on and after the First Amendment Effective Date, each reference to “Credit Agreement”, “this Agreement”, “thereunder”, “thereof” or words of like import shall, unless the context otherwise requires, mean and be a reference to the Existing Credit Agreement as amended by this Amendment and (ii) confirms that the Security Documents and all of the Collateral described therein do, and shall continue to, secure the payment in full and performance of all of the Secured Obligations.

Conditions Precedent to Effectiveness. This Amendment shall not be effective and each Lender shall not be obligated to make its Tranche A-2 Loans unless and until each of the following conditions precedent has been fulfilled to the satisfaction of the Administrative Agent and each of the Lenders party hereto (the date of such fulfillment, the “First Amendment Effective Date”):

(a)

This Amendment shall have been duly executed and delivered to the Administrative Agent by the Borrower and the Lenders, which constitute Majority Lenders;

(b)

The Administrative Agent shall have received, for the benefit of the Lenders, payment of all accrued and unpaid interest on the Loans since the most recent Payment Date through and including the First Amendment Effective Date (in an amount equal to $1,104,103.78), which interest shall be paid “in kind” by adding and capitalizing such amount to the outstanding principal amount of the Tranche A-1 Term Loans (and the amount so capitalized shall constitute “principal” for all purposes of the Loan Documents from and after the First Amendment Effective Date);

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(c)

The Borrower shall have made the quarterly payment to the Purchasers pursuant to Section 2.02(c) of the Revenue Interest Financing Agreement for the fiscal quarter ending June 30, 2023 in an amount equal to $510,274 (it being agreed that such amount shall be netted from the proceeds of the Tranche A-2 Term Loans funded on the First Amendment Effective Date and such amount shall be remitted by the Administrative Agent to the RIFA Agent for the account of the Purchasers);

(d)

The Borrower shall have paid $250,000 to Sullivan & Cromwell LLP, as outside counsel to Administrative Agent and the Lenders, in partial satisfaction of its fees and out-of-pocket expenses accrued to date (it being agreed that such amount shall be netted from the proceeds of the Tranche A-2 Term Loans funded on the First Amendment Effective Date and such amount shall be remitted by the Administrative Agent to Sullivan & Cromwell LLP for the account of the Purchasers);

(e)

The representations and warranties in Section 7 of this Amendment, Section 7 of the Credit Agreement and elsewhere in the Loan Documents shall be true, correct and complete in all material respects (unless such representations are already qualified by reference to materiality, Material Adverse Effect or similar language, in which case such representations and warranties shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date; provided further that the Specified Default shall be excluded with respect to any representation and warranty;

(f)

At the time of and after giving effect to this Amendment, no fact or condition exists that could (or could, with the passage of time, the giving of notice, or both) constitute an Event of Default (other than the Specified Default); and

(g)

The Administrative Agent shall have received a duly executed legal opinion of counsel to the Obligors dated as of the First Amendment Effective Date, in form and substance reasonably acceptable to the Administrative Agent.

(h)

The Administrative Agent shall have received from each Obligor (x) a copy of a good standing certificate, dated a date reasonably close to the First Amendment Effective Date, for each such Person and (y) a certificate, dated as of the First Amendment Effective Date, duly executed and delivered by such Person’s Responsible Officer, as to:

(i)

resolutions of each such Person’s Board then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by such Person and the Transactions;

(ii)

the incumbency and signatures of Responsible Officers authorized to execute and deliver each Loan Document to be executed by such Person; and

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(iii)

the full force and validity of each Organic Document of such Person and copies thereof;

upon which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and upon which the Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of the Responsible Officer of any such Person cancelling or amending the prior certificate of such Person.

(i)

The Administrative Agent shall have received a Borrowing Notice as required pursuant to Section 2.02 of the Credit Agreement.

(j)

The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, such other documents, instruments and agreements as are reasonably requested by the Administrative Agent and the Lenders.

Representations and Warranties. The Borrower hereby represents and warrants:

(a)

The execution, delivery and performance by the Borrower of this Amendment and the documents, instruments and agreements executed in connection herewith (collectively, the “Amendment Documents”), the Borrower’s consummation of the transactions contemplated by the Amendment Documents and performance under the Amendment Documents do not and will not (i) conflict with any of its organizational, constitutional or constituent documents; (ii) contravene, conflict with, constitute a default under or violate any Law except as would not reasonably be expected to have a Material Adverse Effect; (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which it or any of its property or assets may be bound or affected except as would not reasonably be expected to have a Material Adverse Effect; (iv) require any action by, filing, registration, or qualification with, or approval of, any Governmental Authority (except such approval which has already been obtained and is in full force and effect, or the filing of any UCC financing statement) except where the failure to do so would not reasonably be expected to have a Material Adverse Effect; or (v) constitute a default under or conflict with any Material Agreement that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

(b)

This Amendment and the other Amendment Documents have been duly authorized, executed and delivered by the Borrower and constitute legal, valid and binding agreements of the Borrower, enforceable in accordance with their terms (subject, as to enforcement, to (x) the effect of applicable bankruptcy, insolvency, examinership or similar laws affecting the enforcement or creditors’ rights and (y) general principles of equity).

(c)

The execution, delivery and performance by the Borrower of the Amendment and the other Amendment Documents executed or to be executed by it is in each case within the Borrower’s powers.

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Release.

(a)

In consideration of this Amendment and agreements of the Administrative Agent, the Lenders, the RIFA Agent and the Purchasers contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Borrower (the “Releasing Party”), on behalf of itself and its successors, assigns and other legal representatives hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the Administrative Agent, the Lenders, the RIFA Agent, the Purchasers and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives, in each case solely in their capacities relative to the Lenders and not in any other capacity such party may have relative to the Releasing Party (the Administrative Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which the Borrower or any of its successors, assigns or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the First Amendment Effective Date, for or on account of, or in relation to, or in any way in connection with the Credit Agreement or any of the other Loan Documents or transactions thereunder (any of the foregoing, a “Claim” and collectively, the “Claims”). The Releasing Party expressly acknowledges and agrees, with respect to the Claims, that it waives, to the fullest extent permitted by applicable law, any and all provisions, rights and benefits conferred by any applicable U.S. federal or state law, or any principle of U.S. common law, that would otherwise limit a release or discharge of any unknown Claims pursuant to this Section 8. Furthermore, the Releasing Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released and/or discharged by the Releasing Parties pursuant to this Section 8. The foregoing release, covenant and waivers of this Section 8 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment or prepayment of any of the Loans, or the termination of the Credit Agreement, this Amendment, any other Loan Document, the Revenue Interest Financing Agreement or any provision hereof or thereof.

(b)

Each Releasing Party understands, acknowledges and agrees that its release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

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(c)

Each Releasing Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Fees and Expenses. The Borrower agrees to pay on demand all reasonable and documented out-of-pocket fees, costs and expenses of the Administrative Agent and the Lenders accrued prior to the First Amendment Effective Date and all reasonable and documented out-of-pocket fees, costs and expenses of the Administrative Agent and the Lenders incurred in connection with the preparation, execution and delivery of (i) this Amendment, (ii) any Amendment Documents, other Loan Documents or other post-closing amendments, agreements, arrangements or documentation and (iii) any other instruments and documents to be delivered hereunder or thereunder, including, without limitation, the fees and reasonable and documented out-of-pocket expenses of Sullivan & Cromwell LLP, as outside counsel to Administrative Agent and the Lenders, with respect thereto.

10.

Miscellaneous.

(a)

Except as otherwise expressly provided herein, (i) all provisions of the Credit Agreement and the other Loan Documents remain in full force and effect and (ii) the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Existing Credit Agreement or any of the Loan Documents. None of the Administrative Agent or any Lender is under any obligation to enter into this Amendment. The entering into of this Amendment by such parties shall not be deemed to limit or hinder any rights of any such party under the Loan Documents, nor shall it be deemed to create or infer a course of dealing between any such party, on the one hand, and the Borrower, on the other hand, with regard to any provision of the Loan Documents.

(b)

This Amendment shall constitute a Loan Document.

(c)

This Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. An executed facsimile or electronic copy of this Amendment shall be effective for all purposes as an original hereof. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Amendment and the transactions contemplated hereby (including without limitation assignments, assumptions, amendments, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State

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Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

(d)

This Amendment expresses the entire understanding of the parties with respect to the amendments contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof.

(e)

This Amendment and the rights and obligations of the parties hereunder shall be governed by, and construed and enforced in accordance with, the law of the State of New York, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction.

(f)

Save to the extent expressly provided for in any Loan Document to the contrary, all judicial proceedings (to the extent that the reference requirement of Section 10(g) is not applicable) arising in or under or related to this Amendment may be brought in any state or federal court located in the State of New York. By execution and delivery of this Amendment, each party hereto generally and unconditionally: (a) consents to nonexclusive personal jurisdiction in New York County, State of New York; (b) waives any objection as to jurisdiction or venue in New York County, State of New York; (c) agrees not to assert any defense based on lack of jurisdiction or venue in the aforesaid courts; and (d) irrevocably agrees to be bound by any judgment rendered thereby in connection with this Amendment. Service of process on any party hereto in any action arising out of or relating to this Amendment shall be effective if given in accordance with the requirements for notice set forth in Section 14.02 of the Credit Agreement, and shall be deemed effective and received as set forth in Section 14.02 of the Credit Agreement. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of either party to bring proceedings in the courts of any other jurisdiction.

(g)

Because disputes arising in connection with complex financial transactions are most quickly and economically resolved by an experienced and expert Person and the parties wish applicable state and federal laws to apply (rather than arbitration rules), the parties desire that their disputes be resolved by a judge applying such applicable laws. EACH OF THE BORROWER, ADMINISTRATIVE AGENT AND LENDER SPECIFICALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER CLAIM (COLLECTIVELY, “CLAIMS”) ASSERTED BY THE BORROWER AGAINST ADMINISTRATIVE AGENT, LENDER OR THEIR RESPECTIVE ASSIGNEE OR BY ADMINISTRATIVE AGENT, LENDER OR THEIR RESPECTIVE ASSIGNEE AGAINST THE BORROWER. This waiver extends to all such Claims, including Claims that involve Persons other than Administrative Agent, the Borrower and Lender; Claims that arise out of or are in any way connected to the relationship among the Borrower, Administrative Agent and Lender; and any Claims for damages, breach of contract, tort, specific performance, or any equitable or legal relief of any kind, arising out of this Agreement or any other Loan Document.

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(h)

This Amendment and its contents shall be subject to the indemnification and severability provisions of the Existing Credit Agreement, mutatis mutandis.

[SIGNATURE PAGES FOLLOW]

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[Signature Page to Forbearance Agreement]

4886-6992-8312 v.1.5


BORROWER: IMPEL PHARMACEUTICALS INC.


By:	/s/ Adrian Adams
	Name:	Adrian Adams
	Title:	Chief Executive Officer